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Share Certificates

Share Certificate

Share Certificate

Share Certificates
A certificate bearing the common seal of the company is proof of a member’s ownership of the shares. Every share certificate should state under seal all of the following details:

  1. Date of issue
  2. Name of the company
  3. The authority under which the company is constituted, i.e. Singapore
  4. Address of the company’s Registered Office
  5. Class of shares
  6. Extent to which shares are paid up g. Name of the registered member
  7. Number of shares
  8. Certificate number

If you are named as a member in the company’s register, you will be entitled to receive share certificates free of charge. However, if the shares are held jointly by several persons, the company need only issue one certificate to be delivered to one of the shareholders. Every company should ensure that all necessary share certificates are issued and delivered promptly. The timeline is within 2 months after a share has been issued, or within 1 month after a completed share transfer is lodged with the company.

Below is the extract from Singapore’s Companies Act (CHAPTER 50) pertaining to the duties of the company with respect to issue of share certificates and default in issue of certificates.

Duties of company with respect to issue of certificates and default in issue of certificates

130.—(1)  Every company shall within 2 months after the allotment of any of its shares or debentures, and within one month 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 or debentures is lodged with the company, complete and have ready for delivery all the appropriate certificates and debentures in connection with the allotment or transfer.

130.— (2)  If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

130.— (3)  If any company on which a notice has been served requiring the company to make good any default in complying with this section 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 or 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 or by any officer of the company in default in such proportions as the Court thinks fit.

FAQ

Who keeps the share certificate? Respective shareholders. The secretary shall however keep the portion of the certificate document, where the shareholder signs and acknowledge the receipt of the share certificate.

(However, cancelled shares should be kept by the company secretary).

What if the share certificates are lost? The secretary of the Company can issue a duplicate share certificate in place of the lost one in accordance with the Company’s Articles of Association.
Who should sign share certificates upon issuance? Share certificates are to be signed by any two directors. However, if the Company is incorporated with a single director, which is allowed in Singapore, one director and one secretary shall sign the certificates.
Should the Company’s common seal be affixed on share certificates Yes

 

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Process to Legalise Document issued in Singapore (Non-Govt Documents)


PROCESS TO LEGALISE NON-GOVERNMENT DOCUMENT/S ISSUED IN SINGAPORE FOR USE OVERSEAS
:

Document legalisation

Document legalisation

[NOTE: The document/s refer to non-Singapore Government issued document/s (foreign / private / company documents, including educational certificates from private schools) which must be first referred to a Notary Public (any law firm offering notarial services) for notarisation and then to the Singapore Academy of Law for certification before the documents can be presented at the Singapore Ministry of Foreign Affairs (MFA) for legalisation and finally the respective Embassy in Singapore (e.g., if the document is to be used in UAE, then the respective Embassy refers to UAE Embassy in Singapore. Likewise if the document is to be used in Myanmar, then the respective Embassy means Myanmar Embassy in Singapore).

Commercial documents such as Invoices, Bills of Sales, Certificates of Origin, Fumigation certificates, etc should be certified or seen by any of the four Chambers of Commerce (International, Chinese, Indian and Malay) or the Singapore Manufacturers’ Association before presenting to Singapore MFA for legalisation.

For legalisation of true copies, please present the photocopy together with the original document for verification.]

The steps to note are as follows:

Step 1:
Seek the advice of a Lawyer or Notary Public in Singapore to issue a notary certificate for the original document.

Step 2:
Have the legalised document certified by the Singapore Academy of Law
Address:   1 Supreme Court Lane, Level 5M, Singapore 178879
Phone   : +65 6332 4117
Fax        :  +65 6333 9747
Email    : conp@sal.org.sg

Step 3:
Have the document legalised at the Consular Service Counter, Singapore Ministry of Foreign Affairs
Address :  Tanglin   (opposite Gleneagles Hospital)
Phone    : +65 6379 8000
Opening Hours: Mondays to Fridays: 9.00 am to 4.30 pm (lunch hours inclusive)
Saturdays: 9.00 am to 12.30 pm

(Note: Fees Chargeable at MFA – S$10/- for each legalisation of document, payable by Nets or Cashcard.)

Step 4:
Have the document legalised at the:
Respective Embassy (e.g., Embassy of the United Arab Emirates in Singapore/Embassy of the Union of Myanmar in Singapore)

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