If a private company receives share subscription money but the investor does not appear in the Electronic Register of Members, reconstruct the completion process. Find out what was signed, approved and actually filed. Payment alone is not proof that the allotment took effect.
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ACRA’s allotment guidance states that a private-company allotment takes effect when the EROM is updated upon filing. The contractual and payment chronology should be kept separate from that corporate-record event.
Identify the transaction that was meant to complete
Confirm whether the investor was subscribing for newly issued shares or buying existing shares. A subscription generally provides funds to the company, while a transfer changes the holder of existing shares. The documents and recipient of the money should be reviewed together.
Identify any completion conditions in the agreement, including approvals, waivers or other deliverables. Do not treat a draft resolution as an executed approval.
Example: the bank receipt is complete, the filing is not
An investor sends the agreed subscription amount and receives a confirmation email. The company later discovers that the filing remained a draft. Its secretary should reconcile the approvals and actual filing position, while legal advisers assess the investor’s contractual rights and any delay.
Build the completion checklist
- Signed subscription documents.
- Required shareholder and board approvals.
- Share class, number and consideration.
- Payment receipt and outstanding amounts.
- Actual filing acknowledgement and EROM information.
- Certificates and cap-table updates requiring reconciliation.
ACRA’s guidance requires the relevant shareholder approval for an allotment. Do not assume a general director instruction or authority to operate the bank account is equivalent.
Review the filing outcome, not just the instruction
Check whether a return was submitted, accepted and reflected in the electronic register. If the information is wrong or missing, obtain advice on the proper correction or completion process. Preserve the original records and actual dates.
A certificate or spreadsheet generated internally should be checked against the official position. Do not make it appear that an EROM update occurred before it actually did.
Reconcile the cap table and accounting
Mark the distinction between completed holdings and proposed shares pending completion. Review voting, notices and other actions with advisers where the incomplete transaction creates uncertainty. Do not infer every contractual right solely from a management spreadsheet.
Give the accountant the agreement, receipt and completion position. The treatment of money received pending an issue should follow the actual arrangement and relevant standards, not a convenient share-capital label.
Communicate a factual resolution
Explain to the investor what is verified, what remains outstanding and who is handling it. Avoid promising that a backdated filing can erase the delay. If disagreement exists over completion or refund, obtain legal advice on the documents.
Does receiving the full price prove the investor is entered in EROM?
No. Check the actual filing and register update.
Can the company backdate the allotment?
ACRA’s cited guidance says private-company allotments take effect on EROM update and generally cannot be backdated.
Related shareholder and governance guidance
Read about company constitutions, shareholders’ agreement clauses and deeds of adherence.
Get help with the transaction documents
For corporate records and transaction coordination, email [email protected] or WhatsApp +65 8501 7133. Where drafting, contractual interpretation or dispute advice is required, legal advisers from our associated law firms can assist.