KGP Legal

Advocates & Solicitors   |   Commissioner for Oaths

Financial and Securities Regulation

What is Financial and Securities Regulation?

Understanding the nature of your financial service, and ascertaining which licence administered by the Monetary Authority of Singapore (“MAS”) is the most appropriate for your operations is of utmost importance. In Singapore, the MAS is Singapore’s central bank and financial regulatory authority, ensuring that businesses adhere to strict standards that promote financial stability, transparency and integrity. Getting licensed by MAS not just validates your business operations legally, but also enhances trust and credibility among clients and partners in a fiercely competitive market.

KGP Legal LLC specialises in navigating the complexities of financial and securities regulation, providing comprehensive legal guidance to ensure that our clients adhere to Singapore’s stringent regulatory standards.

Our expertise spans various financial services and investment instruments, providing comprehensive legal guidance to simplify and streamline the MAS licensing process.

What are the Compliance and Regulatory Requirements, and types of work?

If you are providing a payment-related service, it would be important to determine if it would be regulated under PSA. The types of regulated payment services are the account issuance service, e-money issuance service, cross border money transfer service, domestic money transfer service, merchant acquisition service, digital payment token service, and money-changing service.

Our legal experts will guide you on the different types of licences and their respective eligibility and assessment criteria.

If you are providing a service relating to investment products, it would be important to assess whether the service is regulated under the SFA. Regulated activities under the SFA include fund management and dealing in capital markets products.

If you are offering securities or units in collective investment schemes, you would need to comply with certain requirements listed under the SFA, such as the preparation of a prospectus, subject to exemptions such as private placements.

A private placement is a sale of stock, shares or bonds to pre-selected investors and is a common way for start-ups to raise financing privately while avoiding the full legal complexities that typically accompanies an Initial Public Offering. The issuance of new shares, debentures, and units in collective investment schemes are commonly carried out as private placements. For a private placement under the SFA, offers of securities or units in collective investment schemes without authorisation from the MAS or preparation a Singapore prospectus are possible provided the offers are not made to more than 50 offerees within a 12-months period pursuant to section 272B or 302C of the SFA.

Our team will be able to guide you on the above.

The Singapore government has made significant efforts to boost the fund management sector by introducing various tax incentive schemes for funds managed by Singapore-based fund managers under 13O (Onshore Fund Tax Exemption) and 13U (Enhanced-Tier Fund Tax Exemption), which exempt specified income derived from designated investments.

Our lawyers are familiar with Singapore’s tax regulations and work with a team of tax specialists for compliance, planning and advisory including preparation and filing of taxes (e.g. estimated chargeable income), application for tax exemption schemes with the Inland Revenue Authority of Singapore (“IRAS”), computation of tax, monitoring statutory deadlines for filing and liaison with the IRAS, among other services. 

With a dynamic blend of traditional legal prowess and up-to-date industry knowledge, our experts are poised to guide you through the intricacies of establishing and managing both open-ended and closed-end funds using the Variable Capital Company framework in Singapore.

The VCC represents a novel corporate entity framework tailored for collective investment schemes, be it open-ended or closed-ended. Enhancing the current set of investment fund structures, a VCC can be sculpted as an independent fund or as an overarching umbrella with multiple sub-funds. Crucially, each sub-fund functions with its distinct set of assets and liabilities, ensuring they remain isolated from one another.

We will be able to provide you with assistance with establishing and managing VCCs, including compliance with the Variable Capital Companies Act 2018.

More about Variable Capital Company (“VCC”):

The VCC is increasingly popular with foreign investors because of various benefits:

  • Operational and Tax Incentives: Gain from tax breaks and streamlined operations.
  • Confidentiality: While operational transparency is maintained, investor details remain private.
  • Flexibility: With its adaptable nature, VCCs can be tailored to a variety of investment strategies, ranging from hedge funds to real estate funds.
  • Domicile Advantage: The structure encourages investors to not only manage but also domicile their funds right here in Singapore.

The establishment and management of VCCs in Singapore are anchored in the Variable Capital Companies Act 2018 and its subsidiary legislations. Effective from 14th January 2020, it mandates all VCCs to be under the stewardship of a Permissible Fund Manager. This manager must hold the requisite licence or be subject to an exemption.

VCCs provide the dexterity to manage diverse investment portfolios, either as independent funds or umbrella structures with multiple sub-funds. Such flexibility can result in significant operational cost savings. Moreover, while the VCC offers an avenue for dividends to be paid out of capital, providing robust financial flexibility, it simultaneously ensures investor confidentiality by keeping the shareholder register private.

Contact Us:

Email: enquiry@kgplegal.com.sg
Phone: (+65) 6916-1298
Fax: (+65) 6916-1290

Learn More About Us:

KGP Legal LLC is a leading corporate and commercial law firm based in Singapore, with a strong international focus. As a member of the InterAsia Law Alliance, we provide seamless legal assistance in Singapore, Hong Kong, China, and Japan. Our integration within this network enables us to leverage extensive expertise and resources, ensuring comprehensive legal support across multiple jurisdictions.

Services KGP Legal LLC offers?

We provide comprehensive documentation when assisting in the preparation, reviewing and submission of all necessary documents that are in line with the MAS requirements.

Our meticulous approach involves identifying potential challenges in your application and providing the best solutions to mitigate them, to ensure that your prospects for a successful licence application will be enhanced.

Most importantly, KGP Legal LLC’s legal support continues even after you acquire the licence. Our lawyers will be able to provide assistance and advice on your ongoing legal needs and your compliance with MAS’s continuously evolving regulatory standards.

Role of KGP Legal LLC in those matters?

With the help of our expert legal professionals in all the fields listed below, we will be sure to guide you and/or your company in ensuring that you comply with the various Financial and Securities Regulations applicable in Singapore.

At KGP Legal LLC, we are dedicated to guiding our clients through the intricate processes involved in Financial and Securities Regulations. Our role includes:

  • Strategic Advisory: Understanding your financial service and determining the appropriate licensing requirements.
  • Comprehensive Documentation: Preparing, reviewing, and submitting all necessary documents in line with MAS requirements.
  • Ongoing Compliance Support: Providing continuous legal support and advice to ensure ongoing compliance with evolving MAS regulations.
  • Tax Advisory: Collaborating with tax specialists to ensure compliance with Singapore’s tax regulations and taking advantage of relevant tax incentives.
  • VCC Management: Assisting in the establishment and management of VCCs to provide operational and tax benefits.

Past projects undertaken:

  • Advised a debt collection agency on its legal requirements in relation to MAS’ new measures on digital banking;
  • Advised a Japanese securities brokerage on the compliance of its clients’ business with Singapore laws;
  • Advised a Japanese bank on its outsourcing contract;
  • Advised a Japanese IT services and consulting company on the PSA; and
  • Advised an investment strategies platform on its regulatory requirements under the SFA.

Frequently Asked Questions?

The MAS is the central bank and financial regulatory authority in Singapore. It ensures that financial businesses adhere to strict standards that promote financial stability, transparency, and integrity. Getting licensed by MAS validates your business operations and enhances trust and credibility among clients and partners.

Obtaining an MAS license ensures your financial business complies with Singapore’s regulatory standards, enhances trust and credibility among clients and partners, and provides a competitive edge in the market by demonstrating your commitment to financial stability and integrity.

The PSA regulates various payment services including account issuance, e-money issuance, cross-border money transfer, domestic money transfer, merchant acquisition, digital payment token services, and money-changing services.

KGP Legal LLC can help you navigate the application process for licenses under the SFA, including preparing, reviewing, and submitting all necessary documents, ensuring compliance with regulatory requirements, and providing ongoing legal support.

The VCC is a corporate entity framework tailored for collective investment schemes. It offers operational and tax incentives, maintains confidentiality for investor details, and provides flexibility to manage diverse investment strategies, from hedge funds to real estate funds.

Singapore offers various tax incentive schemes for fund managers, including the 13O (Onshore Fund Tax Exemption) and 13U (Enhanced-Tier Fund Tax Exemption) schemes. These schemes exempt specified income derived from designated investments, boosting the fund management sector.

We are able to help you determine if you are eligible for these tax incentive schemes, and to apply for them on your behalf.

Yes, KGP Legal LLC works with tax specialists to ensure compliance with Singapore’s tax regulations. Our services include tax planning and advisory, preparation and filing of taxes, application for tax exemption schemes, and liaison with IRAS.

KGP Legal LLC provides continuous legal support to ensure your business remains compliant with evolving MAS regulations. Our services include advising on ongoing legal needs, monitoring regulatory changes, and ensuring adherence to new compliance standards.