JUDGMENT

Wong Kian Kheong JCA:

A. Introduction

[1] This judgment discusses the main question of whether a company and its directors can insist that an executor of an estate of a deceased shareholder of the company (Deceased) "transfer", instead of "transmit", the shares of the Deceased to the beneficiaries named in the Deceased's will (Beneficiaries). A "transfer" of the Deceased's shares to the Beneficiaries attracts stamp duty under the Stamp Act 1949, while stamp duty is not imposed on a "transmission" of the Deceased's shares to the Beneficiaries.

B. Background

[2] Madam Wong Kim (Testatrix) owned 986,606 shares (Testatrix's Shares) in the 1st respondent company (1st Respondent).

[3] The 2nd to 7th respondents ("2nd Respondent" to "7th Respondent") are the directors of the 1st Respondent. This judgment shall refer to the 1st to 7th Respondents collectively as the "Respondents".