A share allotment requires shareholder approval under section 161 where applicable, board decisions on number, price and terms, and accurate Bizfile data.
For a private company the allotment takes effect when ACRA updates the electronic register of members, so backdating is generally not allowed.
Distinguish allotment from transfer
An allotment creates new shares and changes issued capital. A transfer moves existing shares between holders. Choose the wrong transaction and the cap table, consideration and legal records may all be inconsistent. (ACRA return of allotment guide)
ACRA says shareholder approval through a general meeting is required before allotment, even where directors can decide the detailed terms under the constitution. Keep the resolution and board record aligned on authority, class, number, price and consideration.
Shares may be allotted for cash or for other consideration such as a contract obligation. Non-cash routes require supporting documents. State paid, unpaid and deemed-paid amounts accurately for each class and currency.
| Situation | What changes |
|---|---|
| Issuing new shares | Use the return of allotment process |
| Moving existing shares between owners | Use the share-transfer route instead |
| Private company | Treat the EROM update as the effective point |
| Unlisted public company | File within 14 days of allotment |
Prepare shareholder data
Private companies need all shareholders reflected; an unlisted public company supplies the required largest-holder information. New holders require identity, nationality and valid contact-address data. A P.O. box is not a substitute for the required address. Reconcile the data before entry. (ACRA share transactions overview)
The paid-up share capital for each class and currency must equal the amounts allocated across shareholders or groups. Use a pre-filing cap table and reject any row set that does not foot to the capital totals.
For private companies, ACRA says the allotment takes effect when the EROM is updated on filing. That is why backdating is generally not allowed. Do not issue certificates or report ownership as effective on an earlier date without case-specific legal advice.
Example: A company issues 10,000 ordinary shares at S$1 each to two investors, 6,000 and 4,000. The allotment rows must total 10,000 shares and S$10,000 paid-up capital. The private-company effective date follows the EROM update, not a preferred earlier date.
Save the completed record
The return is free and normally immediate, but the filer should still save the Bizfile notification, updated register, resolutions and supporting contracts. If a material error cannot be corrected by a Notice of Error, court action may be needed, so review before submission.
