Most Singapore companies convert the other way: from private to public, usually on the road to an IPO. But there is a steady, quieter traffic in the opposite direction too. A listed company that has been taken private after a scheme of arrangement, or a group that simply outgrew the reasons it went public in the first place, often needs to formally revert to private company status under the Companies Act 1967.
This matters more than most directors expect. A company that keeps operating as a “public company” on ACRA’s register, even after its shares are no longer traded and its shareholder base has shrunk well below 50, stays on the hook for the heavier governance and filing obligations that come with public status: more directors, tighter audit committee expectations and a public register of members. Converting formally under section 31 of the Companies Act 1967 is what closes that gap.
This guide sets out what “public company” and “private company” actually mean under the Act, how the section 31 conversion mechanism works, why firms use it, and what changes operationally once the conversion is registered. It also flags a citation trap: several online guides incorrectly point to section 31 for the private-to-public direction. As we verified directly against Singapore Statutes Online, section 31 governs the opposite move, a change from public to private company.
Public Company and Private Company: The Statutory Distinction
The Companies Act 1967 does not define a “public company” by describing what it is. Instead, section 4 defines it by exclusion: a public company is a company that is not a private company. Everything turns on what makes a company private.
Under section 18, a company qualifies, and remains, a private company only if its constitution restricts a member’s right to transfer shares and caps total membership at 50. Drop either restriction, or let membership climb past 50, and the company is no longer a private company in substance, whatever its BizFile record still says.
ACRA’s own guidance on choosing a company type reflects this same distinction when a business is first incorporated. A public company, by contrast, carries none of those restrictions. It can have any number of shareholders, its shares can in principle be freely transferred, and if it wants to raise capital from the public it must comply with the prospectus regime under the Securities and Futures Act. Public status also brings a heavier statutory load: a minimum of three directors instead of one, statutory audit committee expectations for larger public companies, a public register of members open to inspection, and annual general meeting obligations that cannot be waived the way they can for many private companies. For a company whose shares are no longer trading publicly, none of that extra structure is doing useful work, which is exactly why the reversion process exists.
For a closer look at how shareholding thresholds interact with company control more generally, see our guide on what each shareholding percentage actually controls in a Singapore company.
The Section 31 Conversion Mechanism
Section 31 of the Companies Act 1967 is titled “Change from public to private company”, and it is the specific statutory route a public company uses to become a private company again. We verified this section title and its placement in Part 3 of the Act directly on Singapore Statutes Online before writing this article, precisely because several third-party guides misattribute the private-to-public direction to section 31 when it in fact governs the reverse.
Step one: the special resolution
The board first resolves to recommend the change, then puts a special resolution to members. A special resolution needs at least 75 percent of the votes cast in favour, and (for a public company) the statutory notice period for the meeting applies unless members holding the requisite majority agree to shorter notice. The resolution does two things at once: it amends the company’s constitution to reinstate the section 18 restrictions (a cap on membership and a restriction on share transfers), and it records the company’s intention to become a private company.
Step two: lodging the amended constitution and notice with ACRA
Once passed, the amended constitution and the special resolution are lodged with ACRA via BizFile+, together with notice of the change in status. ACRA’s registration of the amended constitution is what actually changes the company’s entity type on the public register, from “Public Company Limited by Shares” to “Private Company Limited by Shares” (or the equivalent designation). Until that registration goes through, the company remains public for all statutory purposes, even if the board has already resolved otherwise internally.
Step three: consequential filings
Reverting to private status has knock-on filing effects: the register of members moves to the private company regime, statutory registers should reflect the new constitution, and references to the company’s public status in shareholder agreements or banking facilities typically need updating. Where the company was previously listed, this section 31 step usually follows, rather than precedes, delisting under the exchange’s own rules, since ACRA is not the delisting authority.
For the mechanics of how share transfers and share filings work day-to-day once a company is private again, see our overview of shares and share filings in Singapore: what ACRA needs, and when.
Why Firms Convert Back to Private
In our experience advising Singapore corporates, the reversion to private company status is driven by a fairly small set of recurring situations.
Post-delisting cleanup. After a scheme of arrangement or a voluntary delisting exit offer takes a company’s shares off the exchange, the entity is usually left with a small, concentrated shareholder base, often just the acquirer and a handful of remaining holders. Once that base is under 50, the board typically moves to convert under section 31 within a reasonable window after delisting completes.
Failed or abandoned IPO plans. Some companies restructure into public company status ahead of a listing, then decide not to proceed. Rather than carry the ongoing compliance cost of public status indefinitely, they revert to private.
Group restructuring. Where a public company sits inside a larger private group, perhaps a legacy of an earlier listing, and no longer needs the broader shareholder capacity public status allows, converting to private tidies up the group’s compliance profile.
Reducing governance overhead. Public companies must maintain at least three directors, against just one for a private company. Dropping to private lets the board be right-sized to the business’s actual needs.
Compliance Consequences of the Conversion
Converting to private company status is not purely a paperwork exercise; several compliance obligations genuinely change.
Directors. A private company needs only one director (ordinarily resident in Singapore), against a minimum of three for a public company. Boards often use the conversion to resign directors appointed solely to satisfy the public company minimum.
Audit and financial reporting. Private companies meeting the “small company” criteria can be exempt from statutory audit; public companies almost never qualify. A genuine reversion to private status can, over time, open the door to audit exemption if the company is otherwise small enough.
Annual general meetings. Certain private companies can dispense with holding an AGM altogether; public companies cannot. See our AGM requirements for Singapore companies: a practical guide for the conditions.
Future relisting. Should the company later want to list again, it would need to convert back to public company status and separately satisfy SGX’s own listing rules, which sit entirely apart from the Companies Act conversion mechanism.
Worked Example
Assume Harbourfront Marine Holdings Ltd was listed on the SGX Catalist board for eight years. Following a scheme of arrangement, the founding family and a private equity co-investor acquired all shares they did not already hold, and the company was delisted with 12 remaining shareholders, all connected parties.
Six months later, the board passes a special resolution amending the constitution to cap membership at 50 and restrict share transfers, then lodges the amended constitution with ACRA under section 31. Two of the four public-company-era directors, appointed only to meet the three-director minimum, resign once the conversion is registered. The company keeps its existing name, UEN and financial year end; only its constitution, entity type and director composition change. A year later, once its revenue and headcount fall within the relevant thresholds, it qualifies to explore audit exemption as a small company, something never available to it as a public company.
Conversion Steps, Documents and Timeline
| Step | What Happens | Key Document(s) | Typical Timeline |
|---|---|---|---|
| 1. Board resolution | Directors resolve to recommend conversion to private status and call a general meeting | Board minutes/resolution | 1 to 2 weeks to prepare |
| 2. Notice of meeting | Notice of the meeting to consider the special resolution is sent to members | Notice of meeting, explanatory statement | Per statutory/constitutional notice period |
| 3. Special resolution passed | Members approve the constitutional amendment and conversion by at least 75% of votes cast | Special resolution, amended constitution | 1 day (the meeting itself) |
| 4. Lodgment with ACRA | Amended constitution and special resolution lodged via BizFile+ under section 31 | BizFile+ filing, amended constitution | Typically within 14 days of the resolution |
| 5. Entity type updated | ACRA registers the change; company’s official type moves to private company limited by shares | Updated business profile | Usually same day to a few business days after lodgment |
| 6. Consequential updates | Register of members, share certificates, board composition and contracts updated to reflect private status | Updated registers, resignation letters, contract notices | Ongoing over following weeks |
Directors should also review whether the company’s officer appointments and information on file with ACRA still need updating; our guide on appointing or removing a director, secretary or auditor sets out that filing mechanism, and our note on updating your entity’s information with ACRA covers the broader deadlines and fees involved.
Frequently Asked Questions
Is section 31 the right provision for converting a private company to a public company?
No. Section 31 is titled “Change from public to private company” and governs the reverse direction. A private company that stops meeting the section 18 restrictions (the 50-member cap and the share transfer restriction) is instead addressed under section 32, which deals with default in complying with the requirements as to private companies. Always verify the specific section against Singapore Statutes Online before relying on it, since secondary sources frequently cite the wrong number here.
Do we need SGX’s approval to convert under section 31?
ACRA’s section 31 process is separate from any exchange delisting process. If the company is still listed, delisting under the exchange’s own rules must happen first (or in parallel, depending on structure); section 31 only changes the company’s status under the Companies Act itself.
How many shareholders can a private company have after conversion?
No more than 50, excluding current or former employee-shareholders in certain circumstances. If the post-delisting shareholder base is still above that cap, the company cannot validly convert until it is reduced.
Does converting to private status change our UEN or company name?
No. The unique entity number and company name generally stay the same. What changes is the entity type recorded against that UEN, plus the constitution and the associated governance obligations.
Can directors be reduced immediately after conversion?
Yes, once the entity type is updated to private company, the statutory minimum drops to one director. Any resignations should still be properly filed and should not leave the company without the minimum required directors at any point.
Will we automatically qualify for audit exemption once private again?
Not automatically. Private company status is a precondition, but audit exemption also depends on meeting the small company criteria on revenue, assets and employee headcount. Conversion simply makes that exemption possible going forward; it does not grant it outright.
Getting the Conversion Right
The section 31 process looks simple on paper: a special resolution and a BizFile+ filing. In practice, the parts that go wrong are the surrounding detail: an outdated shareholder list still showing more than 50 members, a constitution amendment that misses one of the two section 18 restrictions, or a board that forgets to formally resign directors who are no longer required. Getting the sequencing right the first time avoids a second round of filings with ACRA.
If your company is working through a post-delisting reversion, a group restructuring, or simply wants its entity type to match its actual shareholder base, Raffles Corporate Services can manage the special resolution documentation, the ACRA lodgment and the consequential filings from start to finish.
— The Editorial Team, Raffles Corporate Services