If a funding-round cap table includes treasury shares, identify what is intended to happen to them before calculating the final ownership. Cancellation, disposal and a new allotment are different corporate transactions.
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.
Give the advisers the actual share history and proposed deal. A spreadsheet row marked “available shares” does not establish the lawful transaction or its completion.
Reconcile the opening share position
Collect buyback records, previous cancellations or disposals, the current register information and share classes. Check whether the number in the model matches the actual company records.
Keep treasury shares separately identifiable. Ask advisers which share-count and rights assumptions apply to each contractual calculation, rather than simply treating every spreadsheet row as a third-party holding.
Example: the model assumes cancellation
A founder removes treasury shares from the draft model, but no cancellation has been completed. Explain the intended action and complete the required process. Do not present the modelled position as an accomplished company change.
Select the actual transaction
ACRA’s treasury-share guidance distinguishes cancellation from permitted methods of disposal. A disposal for cash and a new share issue should not be filed interchangeably merely because both bring an investor into the company.
Review authority, approvals and the governing documents with the secretary and legal advisers. Identify tax and accounting questions for the chosen method.
Prepare the completion schedule
- Opening treasury-share quantity by class.
- Shares to cancel or dispose of.
- Any separate new allotment.
- Consideration and investor identity.
- Required approvals and transaction documents.
- Relevant filing and updated register evidence.
For private companies, ACRA explains that treasury-share cancellation or disposal takes effect upon filing once EROM is updated. Confirm the actual outcome rather than treating a draft instruction as completion.
Reconcile the investor model after completion
Compare the final share quantities with executed documents, EROM and the accounting entries. Explain rounding, timing and any remaining treasury balance.
Keep an opening-to-closing bridge so future investors can follow the history. A completed transaction should not leave unexplained differences between the official record and presentation materials.
Is deleting a row from the cap table a cancellation?
No. Complete the proper corporate process.
Can treasury shares simply be labelled as a new allotment?
Identify the actual transaction and use its applicable requirements.
Related shareholder resources
Read our company constitution guide, subscription completion checklist and deed of adherence review.
Get help with the transaction
For corporate records and share transaction support, email [email protected] or WhatsApp +65 8501 7133. Legal advisers from our associated law firms can assist with investment documents, shareholder agreements and disputes. Accounting and tax advisers can review the financial treatment.