A share certificate is not just paper; it’s the official confirmation that someone owns shares in a company. Think of it as the legal “receipt” of ownership. In private limited companies, these certificates are still given in physical, paper form. Public companies don’t bother with paper anymore—their shares are credited electronically into the Central Depository (CDP) account.
Now, what has to be inside this certificate? The law spells it out clearly. It’s not optional:
- The company’s full name, registered address, and registration number.
- The legal authority under which the company is constituted.
- The date of issue.
- The shareholder’s name and address.
- The number and class of shares.
- Whether the shares are fully paid or partly paid.
- If partly paid, how much remains unpaid.
Until March 2017, there was also a rule that every certificate had to carry a common seal. That’s no longer required. Instead, one of three signatures makes it valid: either two directors, or one director plus the company secretary, or one director and an authorised person. The law moved away from formality but kept the seriousness of the document intact.
Issuance of Share Certificate
When do companies issue share certificates? Not only when they first incorporate. There are other common situations:
- A shareholder transfers shares to another person.
- A certificate gets lost or destroyed.
- The company decides to issue new shares.
The company secretary is the one who has to run the process. It’s not just clerical work—it’s compliance. The sequence usually goes like this:
- A directors’ resolution is prepared, stating the reason for issuing or re-issuing the certificate.
- The Instrument of Transfer is drafted and signed.
- The form for e-stamping is filed with IRAS.
- The transfer or allotment is lodged with ACRA.
- If a certificate already existed, it’s cancelled.
- A new certificate is created and issued.
- The company’s registers are updated.
Miss a step and you invite trouble. It may sound like routine paperwork, but it is legal compliance at every stage.
Obligations of a Company Secretary
The company secretary is not just an administrator. Their role here is both practical and advisory. Some of the obligations include:
- Preparing and issuing certificates properly.
- Acting as one of the signatories, especially in single-director companies.
- Advising directors and management on share compliance.
- Keeping the original certificates safe, since they are legal proof of ownership.
- Updating the registers to show who holds what.
If you step back, you’ll see the CS is both a guardian and a guide. They are the point of accountability, ensuring shareholders’ rights are recorded, recognised, and protected.
Deadline to Issue Share Certificates
The Companies Act is very clear about timing.
- For a transfer of shares, the company must issue the certificate within 30 days after lodging the transfer with ACRA.
- For the issue of new shares, the deadline is 60 days from the date the return of allotment is lodged.
And what if the company ignores these deadlines? There’s a fine. Up to SGD 1,000. It might not look like a huge number, but the message is bigger—failure to meet basic obligations can erode confidence in the company’s governance.
These rules are not about red tape. They exist to ensure shareholders are not left in limbo about their ownership. Timely issuance equals certainty.
Final Thoughts
On the surface, issuing a share certificate looks like ticking boxes. Prepare the document, sign it, hand it over. But in reality, it’s about ownership and governance. It reassures the shareholder that their rights are recognised, and it signals to regulators that the company is compliant.
Singapore’s 2017 change—the removal of the common seal—shows a shift toward practicality. Less paperwork, fewer rigid traditions. But the responsibility didn’t go away. The duty to issue correctly and on time is still there, and it rests heavily on the company secretary.
For directors, the takeaway is clear: don’t treat this as an afterthought. It may feel routine, but routine compliance is the bedrock of corporate credibility. For shareholders, holding a certificate means peace of mind. For the company as a whole, it reflects transparency and reliability.
In short: a share certificate is a small piece of paper, but it carries big weight. Handle it with care, respect the deadlines, and you strengthen both compliance and trust.
