Change of Ownership of a Sole-Proprietor Business in Singapore – Business Owner Must Know
Transferring ownership of a sole-proprietorship in Singapore is a legal process that involves an asset sale — not a share transfer — because a sole-proprietorship has no separate legal identity from its owner. The outgoing owner must notify ACRA within 14 days via BizFile+, settle tax obligations on their period of ownership, transfer business assets to the new owner, and novate existing contracts. The gain from the sale is generally a capital gain and not taxable in Singapore. This guide covers everything a buyer or seller needs to know.
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Notify ACRA
If you plan to transfer business ownership of the Sole-Proprietorship, you must lodge the change with the Registrar online via BizFile+ using SingPass or CorpPass within 14 days from the date of the change. Late notification of the change may attract penalty.
Tax implications
For Singapore tax purpose, profits of the sole-proprietor business are taxed as self-employed income for the sole-proprietor. Each owner is obliged to file personal tax on the respective profits of the sole-proprietor business according to the period of ownership.
Generally, the gain arising from the sale of business is a capital gain which is not taxable in Singapore. The sale of business may involve a sale of fixed assets. Do note that balancing allowance or balancing charge have to be computed on the sale of fixed assets in the tax return for the previous owner. On the other hand, the new owner who is taking over the fixed assets can claim capital allowances on its acquisition.
If you are planning to sell or buy a sole-proprietor business, contact us at 3e@3ecpa.com.sg for a no-obligation consultation!