Filing a Share Allotment

Key Points

Obtain the required shareholder approval and settle the issue terms before filing. Prepare share class, quantity, paid and unpaid amounts, shareholder particulars and any non-cash consideration documents. For private companies, allotment takes effect when the electronic register of members is updated on filing. Public companies file within 14 days of allotment. ACRA lists the transaction as free and immediately processed.

Reconcile the Allotment Before Filing

As practical preparation, organise the proposed issue by share class and currency before opening Bizfile. Match the number of new shares to the capital increase, then identify the amount paid or treated as paid and any unpaid amount. ACRA requires the total paid-up capital for each class and currency to match the amounts allocated to the individual shareholders or shareholder groups. Reconcile these figures before submitting.

Check that the shareholder approval required under section 161 covers the proposed allotment. If that approval has not already been filed with ACRA, the transaction asks for the resolution and meeting date. For non-cash consideration, prepare the relevant contract or court order as applicable. The form distinguishes cash, non-cash and partly cash issues, so use the actual consideration rather than treating every subscription as a cash payment.

Prepare the particulars of existing and new shareholders. For a private company, ACRA requires all shareholders’ details; a non-SGX-listed public company provides its top 50, excluding treasury shares. As a final check, distinguish submission from legal effect: a private-company allotment takes effect only when ACRA updates the electronic register of members. Backdating is generally not allowed.