Key Takeaways: Transfer of Shares / Debentures in Private / Public Company Notice of Refusal to Register Transfer Certification of Title

1. Titles and transfers under
Singapore Companies Act
CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Iswariya BS
2

3. 3
Legends used in the Presentation
3
Sec. Section
Sub-sec. Sub-section
SGD Singapore Dollar
u/s Under section
w.r.t With respect to

4. 4
Presentation Schema
Nature & Numbering of
shares
Loss / destruction of
certificates
Transfer of shares /
debentures in Private
Companies
Transfer of shares /
debentures in Public
companies
Certification of title
Duties of Company w.r.t
issue / default in issue
of certificates
4

5. Part IV- Division 7
Title and transfers
5

6. Sec. 121- Nature of shares
6

7. 7
The shares / other interest of any member in the Company
Shall be a Movable property
It has to be transferrable in the manner provided by the Constitution
And it shall not be in the nature of immovable property

8. Sec. 122- Numbering of shares
8

9. 9
Each share in the Company shall be distinguished by an appropriate number
If at any time all the issued shares in a company / all the issued shares therein of a
particular class are fully paid up and rank equally for all purposes, those shares
need not have a distinguishing number so long as each of those shares remain fully
paid up and rank equally for all purposes with all shares of the same class for the
time being issued and fully paid up
If all the issued shares in a company are evidenced by certificates in accordance with
sec. 123 and each certificate is distinguished by an appropriate number and that
number is recorded in the register of members, those shares need not have a
distinguishing number
Exception 1:
Exception 2:

10. Sec. 123- Certificate to be evidence of title
10

11. 11
• Prima facie evidence of the title of the member – By a certificate under the common /
official seal of a Company specifying any shares held by any member of the company
Name of the company and the authority under which the company is constituted
Address of the registered office of the company in Singapore / if the certificate is issued by a
branch office, the address of that branch office and
The class of shares, whether the shares are fully / partly paid up and the amount (if any) unpaid on
the shares
• Immunity to holders: Failure to comply with this sec. shall not affect the rights of any
holder of shares as the aforesaid is the duty of the Company
• Liability to Company & its officers: If default is made in complying with this sec., the
company and every officer of the company who is in default shall be guilty of an offence
• Every share certificate shall be under the common seal of the company
• In case of a share certificate relating to shares on a branch register, it shall be under the
official seal of the company
• State the following as at the date of the issue of the certificate -

12. Sec. 124- Company may have
duplicate common seal
12

13. 13
Company can have a duplicate common seal of the Company, if
authorised by its constitution
Such seal shall be a facsimile of the common seal of the Company with
the addition on its face the words “Share Seal”
A certificate under such duplicate seal shall be deemed to be sealed
with the common seal of the company for the purposes of this Act
Option
given to
the
Company
Words
to be
included in
such seal
Authority
to such
seal

14. Sec. 125- Loss / destruction of certificates
14

15. 15
• a statutory declaration that the
certificate / document has been lost
/ destroyed, and has not been
pledged, sold / otherwise disposed
of, and, if lost, that proper searches
have been made
(1) Company can issue a duplicate certificate / document of title of shares / debenture
• to the owner of such certificate / document
• in lieu of the original one,
• if the same is lost / destroyed
• on payment of fee < 2 SGD and
• on submitting the following along with the application for such duplicate copy-
• an undertaking in writing that if it is
found / received by the owner it will
be returned to the Company
and

16. Contd.
16
 (a) to cause an advertisement to be inserted in a newspaper circulating in a place specified
by the directors stating that the certificate / document has been lost / destroyed and that the
owner intends after the expiration of 14 days after the publication of the advertisement to
apply to the company for a duplicate or
(2) If the value of the shares / debentures represented by the certificate / document is > 500
SGD then, the directors of the Company may, before accepting an application for the issue of a
duplicate certificate / document, require the applicant-
 (b) to furnish a bond for an amount = the current market value (at least) of the shares /
debentures indemnifying the company against loss following on the production of the original
certificate / document or
Exception to sub-sec. (2) - It shall not apply to documents evidencing
title in relation to listed securities which have been deposited with the
Depository and registered in its name / its nominee’s name
 may require the applicant to do both (a) & (b)
Exception to sub-sec 1

17. Contd.
17
Any duplicate certificate issued on / after 30th January 2006 in respect of a share
certificate issued before that date shall state the amount paid on the shares and
the amount unpaid (if any) on the shares in place of the historical nominal value of
the shares
For the purposes of this sec. in relation to a book-entry security, a reference to an
owner therein shall be construed as a reference to the Depository

18. Provisions for
Private Companies
18

19. Sec. 126- Transfer of shares in
Private Companies
19

20. 20
Notwithstanding
anything in the
constitution, Private
Company shall bound by
the Act
•It shall not lodge a transfer of shares unless a proper instrument of
transfer has been delivered to the company
Exception
•Any power to lodge a notice of transfer of shares in respect of any person
to whom the right to any shares of the company has been transmitted
by operation of law
Intimation to Registrar
on transfer of shares
•Company shall lodge with the Registrar notice of that transfer of shares
in the prescribed form
Updation of electronic
register of members by
Registrar
•Transfer of any share on / after the date of the commencement of
sec. 61 of the Companies (Amendment) Act, 2014* does not take effect
until the electronic register of members of the company is updated by
the Registrar under sec. 196A(5)
Date of commencement of sec. 61 (Restriction on commencement of business in certain
circumstances)- 3rd January, 2016

21. Sec. 127- Transfer of debentures in
Private Companies
21

22. 22
•It shall not register a transfer of debentures
unless a proper instrument of transfer has
been delivered to the company
Notwithstanding anything
in the constitution,
Private Company shall
bound by the Act
•Any power to register as debenture holder
any person to whom the right to any
debentures of the company has been
transmitted by operation of law
Exception

23. Sec. 128 - Registration of transfer at request of
transferor by Private Companies
23

24. 24
When a Private Company
receives any request from the
transferor-
 of any share, it shall lodge with the Registrar a
notice of transfer of shares in the prescribed form
 of any debenture / other interest, it shall enter
in such register as it considers appropriate - the
name of the transferee in the same manner and
subject to the same conditions as if the application
for the entry were made by the transferee
 No intimation to Registrar
• On the request in writing by the transferor of a share / debenture
• Company shall by notice in writing require the person having the possession, custody /
control of the share certificate / debenture and the instrument of transfer thereof / either of
them
• to deliver / produce it / them to the office of the company within a stated period of
7-28 days after the date of the notice
• to have the share certificate / debenture cancelled / rectified and
• the transfer registered (in the case of a transfer of debenture) / otherwise dealt with

25. 25
Contd.
 If the persons appears before the Court- The Court may examine him upon oath and receive
other evidence
 If he does not appear before the Court- The Court may receive evidence in his absence
 In either case, the Court may order him to deliver such documents to the company upon such
terms / conditions as the Court deems fit, and the costs of the summons and proceedings thereon
shall be in the discretion of the Court
Lists of share certificates / debentures called in under this sec. and not delivered / produced shall be
exhibited in the office of the company and shall be advertised in such newspapers and at such times
as the company thinks fit
 If any person refuses / neglects to comply with a notice given by the Company, the transferor may
apply to a judge to issue summons to that person
 to appear before the Court and show cause why the documents mentioned in the notice should
not be delivered / produced as required by the notice

26. Sec. 129- Notice of refusal to register
transfer by Private Companies
26

27. 27
Time limit for
refusal
•If a private company refuses to
•lodge a notice of transfer in case of any share and register transfer in case of
debenture / other interest
•it shall, within 30 days after the date on which the transfer was lodged with it, send
to the transferor and the transferee notice of the refusal
Limited powers
for refusal
•If an application is made to lodge with the Registrar a notice of transfer in the
prescribed form in respect of any share which have been transferred / transmitted
to a person by act of parties / operation of law, the company shall not refuse to do
so by virtue of any discretion in that behalf conferred by the constitution
•Unless it has served on the applicant, within 30 days beginning with the day on
which the application was made, a notice in writing stating the facts which are
considered to justify refusal in the exercise of that discretion
Penal provision
•Default is made in complying with this sec., Company and every officer of the
company who is in default shall each be guilty of an offence and shall each be liable
on conviction to a fine < 1,000 SGD and also a default penalty
Exception to sec. 128

28. Provisions for
Public Companies
28

29. Sec. 130- Transfer of shares and
debentures in Public Companies
29

30. 30
• Notwithstanding anything in its constitution, Public company shall not register a transfer of shares /
debentures unless a proper instrument of transfer has been delivered to the company
Exception: Any power to register as a shareholder / debenture holder any person to whom the right to any
shares in or debentures of the company has been transmitted by operation of law
• Every other transfer of shares effected prior to the
date of the notice, other than a transfer that has
been previously notified to the Registrar or
• Prescribed information in relation to the shares
held by each of the 50 members who hold the
most number of shares in the Company after the
transfer
Contents of Notice
• Intimation to Registrar on transfer of shares: It may lodge with the Registrar a notice of that transfer of
shares in the prescribed form

31. Sec. 130 AA- Registration of transfer at
request of transferor by Public Companies
31

32. 32
• On the request in writing of the transferor of a share / debenture
• Company shall by notice in writing require the person having the possession, custody / control
of the share certificate / debenture and the instrument of transfer thereof / either of them
• to deliver / produce it / them to the office of the company within a stated period of 7-28 days
after the date of the notice
• to have the share certificate / debenture cancelled / rectified and
• the transfer registered / otherwise dealt with
 On the request in writing by the transferor of any share, debenture / other interest
 Company shall enter in the appropriate register the name of the transferee in the same
manner and subject to the same conditions as if the application for the entry were made by
the transferee

33. Contd.
33
 If the persons appears before the Court- The Court may examine him upon oath and
receive other evidence
 If he does not appear before the Court- The Court may receive evidence in his absence
 In either case, the Court may order him to deliver such documents to the company
upon such terms / conditions as to the Court seems fit, and the costs of the summons
and proceedings thereon shall be in the discretion of the Court
 If any person refuses / neglects to comply with a notice given by the Company, the
transferor may apply to a judge to issue a summons for that person
 to appear before the Court and show cause why the documents mentioned in the notice
should not be delivered / produced as required by the notice
 Lists of share certificates / debentures called in under this sec. and not brought in shall
be exhibited in the office of the company and shall be advertised in such newspapers
and at such times as the company thinks fit

34. Sec. 130AB- Notice of refusal to register
transfer by Public Companies
34

35. 35
Time limit
for refusal
• If a public company refuses to register a transfer of any share, debenture / other
interest it shall, within 30 days after the date on which the transfer was lodged with it,
send to the transferor and the transferee notice of the refusal
Refusal
during
transfer by
operation of
law
• Where an application is made for a person to be registered as a member in respect of
shares which have been transferred / transmitted to him by act of parties / operation
of law, the company shall not refuse registration by virtue of any discretion in that
behalf conferred by its constitution
• Unless it has served on the applicant, within 30 days beginning with the day on which
the application was made, a notice in writing stating the facts which are considered to
justify refusal in the exercise of that discretion
Penal
provision
• If default is made in complying with this sec., Company and every officer of the
company who is in default shall each be guilty of an offence and shall each be liable on
conviction to a fine < 1,000 SGD and also a default penalty

36. Sec. 130AC- Transfer by personal
representative
36

37. 37
*Instrument of transfer includes a written application for transmission of a share,
debenture / other interest to a personal representative
A transfer of the share, debenture / other interest of a deceased person made by his
personal representative shall, although the personal representative is not himself a
member of the company, be valid as if he had been such a member at the time of the
execution of the instrument of transfer*
Notwithstanding anything in its constitution, the production of any document to a
Company which is by law sufficient evidence of probate of the will / letters of
administration of the estate, of a deceased person having been granted to some person
shall be accepted by the company, as sufficient evidence of the grant

38. Sec. 130AD- Certification of
prima facie title
38

39. 39
The certification by a company of any instrument of transfer of shares, debentures / other
interests in the company shall be taken as a representation by the company to any person acting
on the faith of the certification that there have been produced to the company such documents
as on the face of them show a prima facie title to the shares, debentures / other interests in the
transferor named in the instrument of transfer but not as a representation that the transferor
has any title to the shares, debentures / other interests
If any person acts on the faith of a false certification by a Company made negligently,
Company shall be under the same liability to him as if the certification had been made
fraudulently
If any certification by a private company is expressed to be limited to 42 days / any longer
period from the date of certification, the company and its officers shall not be held liable, in
the absence of fraud-
in respect of any transfer of shares after the expiration of the period so limited /
any extension thereof given by the company- if the instrument of transfer has not
within that period been sent to / received by it u/s 126(1) or
in respect of the registration of any transfer of debentures / other interests
comprised in the certification after the expiration of the period so limited / any
extension thereof given by the company- if the instrument of transfer has not
within that period been lodged with it for registration

40. 40
Contd.
• If any certification by a public company is expressed to be limited to 42 days / any longer period
from the date of certification, the company and its officers shall not be held liable, in the
absence of fraud-
• In respect of the registration of any transfer of shares, debentures / other interests comprised in
the certification after the expiration of the period so limited / any extension thereof given by the
company- if the instrument of transfer has not within that period been lodged with the company
for registration
An instrument of transfer is to be treated as certificated if it bears the words “certificate lodged” /
words to the like effect

41. 41
Contd.
Certification of an instrument of transfer is to be treated as made by a company if-
1) The person issuing the instrument is a person apparently authorised to issue certificated
instruments of transfer on the company’s behalf and
2) The certification is signed by a person apparently authorised to certificate transfers on the
company’s behalf / by any officer either of the company / of a corporation so apparently authorised
 Certification that purports to be authenticated by a person’s signature / initials (whether
handwritten / not) shall be deemed to be signed by him
 Unless it is shown that the signature / initials were not placed there by him and were not placed
there by any other person apparently authorised to use the signature / initials for the purpose of
certificating transfers on the company’s behalf

42. 42
Sec. 130AE- Duties of Company w.r.t issue of
certificates and default in issue of certificates

43. 43
Every private company shall -
 within 60 days after the allotment of any of its
shares / debentures
 within 30 days after the date on which a notice
of transfer of shares is lodged with the Registrar
under section 126(2) / 128(1)(a) and
 within 30 days after the date on which a
transfer (other than such a transfer as the
company is for any reason entitled to refuse to
register and does not register) of any of its
debentures is lodged with the company
complete and have ready for delivery all the
appropriate certificates and debentures in
connection with the allotment / transfer
Every public company shall-
 within 60 days after the allotment of any of its
shares / debentures and
 within 30 days after the date on which a
transfer (other than such a transfer as the
company is for any reason entitled to refuse to
register and does not register) of any of its
shares / debentures is lodged with the company
complete and have ready for delivery all the
appropriate certificates and debentures in
connection with the allotment / transfer

44. 44
Penal provision: If default is made in complying with this section, the company and every
officer of the company who is in default shall each be guilty of an offence and shall each be
liable on conviction to a fine < 1,000 SGD and also a default penalty
 Any company, on which a notice has been served requiring the company to make
good any default in complying with this sec.
fails to make good the default within 10 days after the service of the notice
 the Court may, on the application of the person entitled to have the certificates / the
debentures delivered to him
 make an order directing the Company and any officer of the company to make good
the default within such time as is specified in the order and
 the order may provide that all costs of and incidental to the application shall be borne
by the company / by any officer of the company in default in such proportions as the
Court thinks fit

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