Before paying for a shelf company, check more than its incorporation date. Confirm the entity, the seller’s authority, the shares being transferred and the records you will receive. Obtain evidence about prior activity, liabilities and compliance. Agree the handover and completion steps in writing, including what happens if a promised document or approval is missing.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Confirm the company and the seller
Obtain current company information directly or verify the supplied records. ACRA offers information products with basic entity and position-holder details, and additional financial and compliance information where available. Match the legal name and UEN throughout the proposed transaction.
Check the seller’s ownership and authority to transfer the shares. Identify any restrictions, approvals or outstanding arrangements in the constitution and agreements. Do not assume that a marketing description such as “clean” or “unused” is a substitute for the documents supporting it.
The corporate handover file
- The constitution, incorporation information and current ownership records.
- Board and shareholder resolutions and relevant meeting records.
- Share certificates and the documents needed for the proposed transfer.
- Officer, controller and nominee-related records applicable to the company.
- ACRA filing history, acknowledgements and outstanding compliance items.
- The secretary’s handover and details of records held by other providers.
Ask which documents exist, where the originals are held and whether any records need reconstruction. Identify gaps before completion so that the buyer understands the work and risks involved.
Check financial and operational history separately
Request accounts, bank information, tax filings and confirmation of any contracts, employees, assets or borrowings. Establish whether the company has traded or held money, even briefly. An older company with little activity may still have filing obligations or balances that need explanation.
If there are no bank accounts or transactions, ask for a clear written explanation and supporting records where appropriate. If there are accounts, reconcile them and identify all signatories and access rights. Have the tax and accounting position reviewed independently of the seller’s sales description.
Agree what must happen at completion
The agreement should identify the documents to be delivered, approvals needed, payment arrangements and responsibility for outstanding matters. Coordinate share transfer requirements, stamping where applicable, ACRA updates and officer changes with the professionals handling the transaction. ACRA’s guidance explains the role of filing in updating share ownership; do not treat a signed sale agreement as proof that every registration step is complete.
Check how registered address, company records and government-service access will be handled. Access should be established through proper authorisations, rather than by exchanging another person’s personal login details.
A practical example
Illustration: A buyer receives a Business Profile and a draft share transfer but no accounting records. The seller says the company never traded. Before paying, the buyer asks for the underlying records, outstanding filing position and a written explanation of any bank activity. That review may confirm the position, reveal work required or make fresh incorporation a better option.
Who should review the file?
A corporate secretary can assess records and filings, an accountant or tax adviser can review financial history, and a lawyer can advise on the sale terms and allocation of risk. Compare the total cost and uncertainty with incorporating a new company. Buying age alone is not a reason to skip due diligence.
Related guides
- Buying a Shelf Company in Singapore: When It Makes Sense (and When Incorporating Fresh Is Better)
- Filing a Share Transfer with ACRA in Singapore
- Changing Your Company Secretary in Singapore: The Records Checklist and CSP Due Diligence
Official sources
How Raffles Corporate Services can help
If you would like assistance with corporate secretarial and company compliance matters, email [email protected] or WhatsApp +65 8501 7133. We can coordinate relevant corporate services, tax advice and, where needed, legal assistance from advisers at associated law firms. Legal advice and representation are provided by those advisers. This article is general information and does not replace advice on your circumstances.