In Singapore, the issuance of new shares is not a decision directors can make on their own. While the board may propose an issue, it still requires approval from shareholders under Section 161 of the Companies Act. This usually happens through an Extraordinary General Meeting (EGM).
Private companies and public companies handle allotments differently. For private companies, the requirement is clear: they must first file the “Return of Allotment of Shares” transaction through BizFile before new shares can be legally allotted. In contrast, public companies limited by shares can proceed with allotment immediately but must file the return of allotment within 14 days of the date of allotment.
In practice, this means that while the law gives companies flexibility to issue new shares at any time, the process is tied closely to shareholder approval and timely lodgment with the Accounting and Corporate Regulatory Authority (ACRA). A company can only complete the exercise by both passing an ordinary resolution of shareholders and ensuring that the return of allotment is lodged promptly.
This careful sequencing is not just bureaucracy. It ensures that the ownership structure of the company remains transparent and properly recorded in Singapore’s official registers.
Obligation of Company Secretary (CS)
The responsibility of carrying out an allotment doesn’t rest on directors alone. The company secretary (CS) plays a central role in making sure every step is properly documented and filed. Their obligations cover both preparatory work and post-allotment compliance.
Some of the critical tasks include:
- Preparing directors’ resolutions in writing to convene the EGM. This includes drafting the notice of meeting, proxy forms, attendance lists, and ultimately the minutes of the meeting.
- Drafting further directors’ resolutions that specifically record the decision to issue and allot shares.
- Preparing new share certificates to be handed to the allottees.
- Lodging the allotment with ACRA within the required time frame.
The role doesn’t stop there. Once the new share certificates have been issued — and this must happen within 60 days of allotment — the CS must also update the company’s registers. Both the register of allotments and the register of shareholders must accurately reflect the new ownership.
While the steps may sound procedural, they are not optional. Any delay or omission could result in penalties, disputes, or inconsistencies in the company’s ownership records. The CS, therefore, acts as both the record-keeper and compliance guardian in the allotment process.
Filing of Allotment of Shares – ACRA
Filing with ACRA is not just a formality. When a company lodges the allotment, it is legally required to declare a range of details. These include:
- The number of shares being allotted.
- The amount paid or deemed paid for each share.
- Any unpaid amounts on those shares.
- The class of shares involved in the allotment.
- The full details of each member — including name, identification (NRIC or Passport), nationality, address, and the number and class of shares they hold.
This information ensures that the records at ACRA remain up to date and that shareholders’ rights are clearly documented.
The filing is made through BizFile, ACRA’s online platform. For security reasons, ACRA restricts submissions to authorised officers of the company. This prevents unauthorised filings, which could otherwise create serious legal issues.
There are also differences depending on whether the company is private, a non-listed public company, or a listed public company. For public companies that are not listed, they are only required to disclose the 50 members holding the most shares (excluding treasury shares). On the other hand, listed public companies are not required to provide this member information as part of their filing.
This variation recognises that listed companies already follow more extensive reporting rules under securities regulations.
Prospectus Requirements
When shares are being offered, companies must also consider whether a prospectus is required. Under Section 240 of the Securities and Futures Act (SFA), any offer of securities generally needs to be accompanied by a prospectus.
That said, private companies often rely on the private placement exemption under Section 272B of the SFA. This allows them to avoid issuing a prospectus if certain conditions are met:
- The offer of investment is made to not more than 50 persons in any 12-month period.
- The company does not engage in advertising or promotional activity in connection with the offer.
This exception recognises that small, private placements carry less risk to the public and therefore do not warrant the same disclosure requirements as larger, public offers.
Still, companies must tread carefully. If they exceed the 50-person limit or advertise the offer, the exemption no longer applies, and a prospectus will be mandatory.
Final Thoughts
The process of allotting shares in Singapore may look like a straightforward corporate action, but beneath the surface, it is surrounded by compliance obligations. The need for shareholder approval, the tight deadlines for filings with ACRA, the preparation of new certificates, and the maintenance of registers — all these steps exist to preserve transparency and protect the rights of shareholders.
For directors, the takeaway is that issuing new shares is never “just an internal decision.” It must align with the law, involve shareholder approval, and be followed up with timely compliance.
For company secretaries, the responsibility is even more hands-on. They must not only guide the board but also execute the paperwork, file the returns, and maintain accurate registers. Their role is critical in ensuring the company avoids errors or penalties.
And for shareholders, the process offers reassurance. It ensures that their ownership, once granted, is properly recognised and protected in the company’s official records. Ultimately, allotment is about more than just increasing capital. It is about demonstrating that the company values governance, respects its obligations, and treats shareholder rights seriously. That is why even though the process seems procedural, it remains one of the cornerstones of corporate compliance in Singapore.
