Singapore dollar funding costs eased in the first half of 2026 as the Singapore Overnight Rate Average (SORA) declined from 2025 levels. In April 2026, however, the Monetary Authority of Singapore (MAS) tightened monetary policy by slightly increasing the rate of appreciation of the Singapore dollar nominal effective exchange rate (S$NEER) policy band in response to heightened inflationary pressures arising from higher global energy prices and supply chain disruptions associated with the ongoing conflict in the Middle East.

Singapore’s economy remained resilient despite heightened geopolitical tensions and global trade uncertainty. Growth in the first half of the year was supported by AI-driven manufacturing, resilient financial services and sustained construction activity. Although external headwinds, including geopolitical tensions, trade protectionism and weaker global demand, continue to pose downside risks which are expected to weigh on global economic activity for the rest of 2026, Singapore’s sound macro-economic fundamentals and resilient banking sector provide support for a stable lending environment.

The ongoing geopolitical conflicts in Eastern Europe and the Middle East continue to fuel global economic uncertainty, supply chain disruptions and volatility in energy and commodity prices. As a trade-dependent economy, Singapore remains exposed to these external developments, which may affect the operating environment and financial performance of borrowers with significant exposure to international trade, commodity markets and global supply chains.

In the loan market, these developments may be relevant to the assessment of borrowers’ credit profiles, particularly for businesses exposed to affected markets, supply chain dependencies or commodity price fluctuations.

High-yield financing in Singapore has mainly been associated with bond issuances, with such financing representing a smaller segment of overall market activity compared with major leveraged finance markets.

The influence of high-yield structures on the domestic loan market has not been widespread. While private credit and alternative lending have expanded as sources of financing for certain borrowers, the adoption of covenant-lite or US-style leveraged loan structures in the Singapore bank loan market is less common than in more developed leveraged finance markets. Traditional bank loan structures, including customary representations, undertakings and lender protections, continue to be relevant features of many financing transactions.

The terms and structures of financings in the alternative financing markets may differ from traditional bank lending, with pricing, leverage levels, covenant packages and structural protections typically reflecting the risk profile of the borrower and the nature of the financing.

Alternative credit providers, including private credit funds and other non-bank lenders, have continued to gain prominence in Singapore’s lending market. These providers may offer borrowers greater flexibility through bespoke financing structures, tailored terms and alternative underwriting approaches, particularly for transactions where traditional bank lending may not fully meet the borrower’s requirements.

Although the growth of alternative credit has broadened the range of financing solutions available to borrowers, the availability and terms of such financing remain dependent on factors including borrower credit quality, transaction structure and underlying asset fundamentals. Alternative credit providers therefore complement, rather than replace, Singapore’s established bank-led lending ecosystem.

Banking and finance techniques in Singapore continue to evolve to meet the diverse needs of investors and borrowers. HoldCo financing structures are used in appropriate transactions, particularly where sponsors or shareholders seek to raise financing at the holding company level while preserving debt capacity, security packages or financing arrangements at the operating company level.

In fund finance, net asset value (NAV) financing is an additional financing solution alongside the more established subscription line facilities. By providing financing supported by the value and cash flows of a fund’s underlying portfolio investments, NAV facilities offer fund managers additional flexibility in managing portfolio investments and liquidity needs. While NAV financing remains a specialised segment of Singapore’s lending market, its availability reflects the continued development of Singapore’s private capital ecosystem.

Mezzanine and unitranche financing are alternative financing techniques that provide borrowers with additional flexibility in structuring transactions and raising capital. Mezzanine financing may be used where senior debt alone is insufficient to meet a borrower’s funding requirements or where the borrower wishes to reduce the amount of equity required, whilst unitranche financing combines senior and subordinated debt into a single facility, offering a simplified capital structure that may facilitate faster execution, streamlined documentation and greater certainty of funding. These structures can be used in acquisitions, sponsor-backed transactions and other bespoke financing arrangements.

Preferred equity may also be used as part of a broader financing structure. It provides investors with an equity investment carrying preferential economic rights, which may include priority distributions or liquidation preferences, while offering sponsors and borrowers an additional source of capital without increasing debt.

ESG and sustainability-linked lending continue to form an established part of Singapore’s financing market. Beyond sustainability-linked loans, ESG-related financing structures include green loans, transition finance and other use-of-proceeds-based facilities. These structures are used across a range of sectors, including real estate, infrastructure, energy and utilities, where sustainability objectives may be linked to the development of green assets, improvements in operational efficiency or broader transition strategies.

Market activity has continued to evolve from financing projects with clear environmental benefits, such as green buildings and renewable energy projects, towards a broader focus on supporting borrowers’ sustainability and transition objectives. Transition finance has become increasingly relevant for businesses in carbon-intensive sectors seeking to implement credible decarbonisation plans, while sustainability-linked structures continue to be used by borrowers seeking to align financing terms with measurable sustainability performance targets.

Looking ahead, the expected continued growth in energy demand and the transition towards lower-carbon energy sources are expected to support ongoing demand for ESG financing, particularly in relation to renewable energy, energy efficiency and sustainable infrastructure projects.

Under Singapore law, no persons may carry on or hold themselves out in any way as carrying on the business of a moneylender without holding the requisite moneylenders’ licence, unless they are an exempt or excluded moneylender. The relevant legislation, the Moneylenders Act 2008 (the “Moneylenders Act”), provides that any person, other than an excluded moneylender, who lends a sum of money in consideration of a larger sum being repaid (ie, charges interest) shall be presumed, until the contrary is proved, to be a moneylender.

Under the Moneylenders Act, an excluded moneylender includes, amongst others, any person licensed, approved, registered or otherwise regulated by the MAS under any other written law. This would include banks or finance companies which are required to hold a valid licence to be granted by the MAS under the Banking Act 1970 and the Finance Companies Act 1967 respectively for the conduct of banking business and financing business in Singapore. Such excluded moneylenders also include any person who lends money solely to corporations or who lends money solely to accredited investors within the meaning of Section 4A of the Securities and Futures Act 2001 (the “Securities and Futures Act”). Hence, a non-bank lender would fall outside the licensing regime under the Moneylenders Act so long as it falls within the meaning of an “excluded moneylender” under the Moneylenders Act.

For corporations convicted of unlicensed moneylending, a fine of not less than SGD50,000 and not more than SGD500,000 will be imposed. In addition, subject to certain exceptions, the contracts for such loans, and guarantees or securities given in respect of them, are unenforceable, and any money paid by or on behalf of the unlicensed moneylender under the contracts for the loans will not be recoverable in any court of law.

Foreign lenders may provide loans in Singapore only if they are licensed under the Moneylenders Act, unless they are exempt or excluded moneylenders – see 2.1 Providing Financing to a Company.

There are generally no restrictions on foreign lenders receiving security or guarantees from a Singapore entity.

There are currently no exchange controls in Singapore.

In Singapore, borrowers are generally free to use proceeds from loans or debt securities if their use complies with the terms agreed with the lender under the lending documents and certain relevant regulatory requirements (depending on the type of loan, borrower and intended use of funds). A non-exhaustive list of such regulatory requirements is detailed below.

• Debt securities – The Securities and Futures Act governs offers to the public, mandating a prospectus registered with the MAS unless exemptions apply, such as offerings to institutional investors or accredited investors, subject to certain conditions, under Sections 274 and/or 275 of the Securities and Futures Act. This framework allows issuers flexibility regarding the use of proceeds without direct restrictions, provided they adhere to disclosure requirements when marketing debt instruments to specified investors. Additionally, the Singapore Exchange (SGX) mandates disclosure of any material information impacting securities’ prices, protecting investors from adverse risk due to undisclosed uses of proceeds.
• Anti-money laundering (AML) and counter financing of terrorism (CFT) – Borrowers must comply with Singapore’s AML and CFT regulations. Proceeds from loans or debt securities cannot be used for illicit activities and financial institutions are required to conduct thorough checks to ensure that the funds are not used for money laundering or terrorism financing purposes, by monitoring the use of proceeds and filing suspicious transaction reports if necessary.
• Property loans – There are regulatory limits on the use of proceeds from loans secured by property. For instance, the Total Debt Servicing Ratio (TDSR) framework limits the amount of credit an individual borrower can take against property, and monthly repayments cannot exceed the threshold set under the TDSR, which is 55% of gross monthly income.

Both agent and trust concepts are recognised under Singapore law. Typically, lenders in a syndicated loan or a debt securities issuance appoint an agent to act on behalf of the lenders and a trustee to hold rights and other assets on trust for the lenders or secured parties.

In Singapore, loan transfers generally occur through assignments or novations, each with distinct implications for the transfer of benefits, rights and obligations.

Assignment

Assignment is one of the principal methods of transferring interests in a loan. Under an assignment, a lender (the assignor) can transfer their rights to receive loan repayments to another party (the assignee) without the borrower’s consent where the loan agreement permits this, although some agreements may impose conditions or require consent in specified circumstances. Assignments can be legal or equitable.

A legal assignment must generally be absolute, in writing, signed by the assignor, and notified in writing to the borrower. Once notice is given, the assignee can generally enforce the assigned rights directly against the borrower. As an assignment transfers rights but not obligations, the original lender generally remains responsible for its obligations under the loan agreement. Where both rights and obligations are intended to be transferred, a novation is typically used.

When an assignment involves security interests, such as a mortgage or a charge, the assignment should expressly cover the transfer of such security interests as well. Additional agreements or steps may be required to effect or perfect the transfer of such security interests.

Novation

Novation transfers both rights and obligations of the original lender under the loan to a new lender, with the result that the new lender replaces the original lender under the facility agreement. Unlike an assignment, novation requires consent from all relevant parties, including the borrower. Where security is held directly by the transferring lender, additional steps or documentation may be required to preserve or transfer the benefit of the security. However, in most syndicated financings, the security is typically held by a security trustee for the benefit of the finance parties, allowing lenders to transfer their participations without the need to amend or re-document the security package.

Subject to the terms of the loan documentation, debt buyback by the borrower or sponsor may be permitted. The borrower may also voluntarily prepay outstanding loans prior to the maturity of such loans. Facility agreements typically set out the circumstances in which voluntary prepayment is permitted, together with any applicable conditions, such as minimum notice requirements and prepayment fees or other agreed amounts.

An issuer may redeem debt securities prior to their maturity in accordance with the terms and conditions relating to the securities.

Where the Singapore Code on Take-overs and Mergers (the “Code”) applies and an offer is for cash or includes a cash element, Rule 23.8 of the Code requires the offer document to include an unconditional confirmation that the offeror has sufficient resources to satisfy full acceptance of the offer. Where debt financing is required to fund the offer, this requirement typically results in financing arrangements being structured on a “certain funds” basis, with limited conditions to funding during the relevant offer period.

The “certain funds” approach is not mandatory in private acquisition finance transactions, and lenders generally retain greater flexibility to include customary conditions precedent and termination rights. However, parties may negotiate similar commitment certainty provisions in larger or more complex acquisition financings, particularly where certainty of funding is commercially important.

The Code does not prescribe the form or length of the financing documentation required to satisfy this requirement. In practice, public acquisition financings are commonly documented using full-form facility agreements rather than short-form commitment letters.

There is no requirement for such financing documentation to be publicly filed in Singapore, although the acquirer/offeror may be required to provide evidence to the Securities Industry Council to demonstrate compliance with the Code.

Recent legal and commercial developments in Singapore have influenced legal documentation, especially in relation to ESG and sustainability-linked lending. Key developments include the introduction of the Guidance for Leveraging the Singapore-Asia Taxonomy in Green and Transition Financing (SAT) from the Singapore Sustainable Finance Association (see 1. Loan Market Overview), which seeks to promote broader adoption of the SAT and support greater consistency in sustainable finance practices in the region. In March 2025, the Asia Pacific Loan Market Association, the Loan Market Association and the Loan Syndications and Trading Association jointly published updated versions of the Green Loan Principles, the Social Loan Principles and the Sustainability-Linked Loan Principles. In October 2025, the three associations further published the Guide to Transition Loans, which provides practical guidance on transition-labelled lending and includes an exposure draft of the Transition Loan Principles for use-of-proceeds transition loans. Collectively, these publications reflect the evolving market consensus on sustainable lending practices and are expected to influence the documentation and structuring of sustainable finance transactions.

Interest rates in commercial lending transactions are generally a matter of commercial agreement between the parties, subject to applicable law.

For licensed moneylenders, interest rates are subject to statutory restrictions under the Moneylenders Act and the Moneylenders Rules 2009 (the “Moneylenders Rules”). Pursuant to Section 36(1) of the Moneylenders Act and Rule 11(1) of the Moneylenders Rules, a licensed moneylender may not charge interest at a rate exceeding 4% per month, subject to exceptions in the Moneylenders Rules, including for certain business loans. These restrictions generally do not apply to excluded moneylenders (see 2.1 Providing Financing to a Company).

Financial contract disclosure requirements vary depending on the type of financial product, the intended audience and the legal structure governing the transaction.

The Securities and Futures Act sets the baseline for disclosures for financial products such as bonds, securities and other investment instruments. Under the Securities and Futures Act, issuers offering securities to the public must provide a prospectus with detailed information about the securities, the issuer and any associated risks. There are exemptions which apply to the requirement for such prospectuses to be registered with the MAS.

Disclosure requirements also depend on whether the securities are publicly listed or privately offered. The SGX Listing Manual requires issuers to disclose material information affecting the price of listed debt securities and regularly update investors on redemptions or interest payments. Issuers must also provide immediate updates on events impacting security values or investor decisions, and non-compliance may lead to disciplinary action by SGX.

Separately, financial institutions must adhere to MAS Notices, such as MAS Notice 628 on securitisation disclosures, which outline post-transaction reporting and investor transparency requirements. The Financial Reporting Standards (SB-FRS 107) also require disclosure of financial instruments’ risk exposure, such as credit/liquidity risks, ensuring entities disclose qualitative and quantitative risk information relevant to the provision of financial contracts.

Lastly, compliance with AML/CFT obligations adds further disclosure responsibilities, especially when dealing with higher-risk transactions.

No Tax on Principal

Singapore imposes tax only on income and not on capital. Accordingly, the receipt of repayment of principal on a loan is not taxed in Singapore.

Interest and Related Payments Subject to Withholding Tax

Generally, interest, commissions, fees or other payments in connection with any loan or indebtedness (payments) are (subject to exceptions) deemed to be sourced in Singapore if they are borne, directly or indirectly, by a tax resident of Singapore or a permanent establishment in Singapore. (An entity is a tax resident of Singapore if the “control and management” of its business is exercised in Singapore. This usually means that strategic decisions of the business are made through the meetings of the company’s board of directors in Singapore.) Such payments are subject to withholding tax when made to non-Singapore tax residents.

The withholding tax rate for payments that are neither derived from any trade or business carried on in Singapore nor effectively connected with any permanent establishment in Singapore is 15% on the gross payment. Otherwise, such payments would be subject to a non-final tax at 17%, with deductions available. These rates may be reduced under applicable tax treaties.

Exemptions are available for payments such as those made:

• to Singapore branches of non-resident companies;
• between banks or their branches/head offices; or
• by certain approved financial institutions for the purpose of their trade or business.

Income Tax

Lenders may derive income that is taxable in Singapore. Singapore’s Income Tax Act 1947 subjects income (including income of foreign entities operating in Singapore) to tax if it is either (i) sourced in Singapore or (ii) remitted into Singapore from outside Singapore. Under (i), income would generally be sourced in Singapore if the income-producing activities took place in Singapore. Under (ii), income may be deemed remitted into Singapore if it is used to satisfy any debt incurred in respect of a trade or business carried on in Singapore or used to purchase any movable property brought into Singapore.

Stamp Duties

Stamp duties are payable on dutiable documents relating to immovable properties in Singapore or stocks or shares of Singapore companies.

Generally, loan agreements or security documents that create security over immovable property in Singapore or stocks or shares of Singapore companies are dutiable documents, and would be subject to stamp duties (capped at SGD500) at the following rates on the loan amount.

• Mortgage other than an equitable mortgage: 0.4%.
• Equitable mortgage: 0.2% on immovable property; exempted for stocks or shares.

Dutiable documents must be stamped:

• if executed in Singapore, within 14 days after the date the document is executed; or
• if executed outside Singapore and subsequently brought into Singapore, within 30 days after it is received in Singapore.

As an international financial centre, Singapore is an attractive location to carry out cross-border financing transactions. Foreign lenders benefit from Singapore’s wide tax treaty network with over 90 countries which caps withholding tax at lower than statutory rates in many cases. The domestic tax system has well-developed rules and administrative guidance surrounding financing transactions and advance rulings are available to give taxpayers additional tax certainty.

All classes of collateral may potentially be available to secure lending obligations, provided the grant thereof is not against public policy. A non-exhaustive list of such common classes of collateral is set out below.

Real Property

A legal or equitable mortgage or charge is commonly granted over real property, including land and fixtures (such as buildings and immovable plant). Where title has not yet been issued, security is typically taken by way of an assignment of the relevant sale and purchase agreement, lease or building agreement, together with a mortgage-in-escrow to be perfected upon issuance of title. The appropriate type of security will depend on, amongst other factors, whether title over the land has been issued, the land type and the type of holding.

There are two types of land in Singapore – common law titled land and land governed by the Land Titles Act 1993 (the “Land Titles Act”). A legal mortgage over land under the Land Titles Act must be in a statutorily prescribed form and registered with the Singapore Land Authority (SLA) to be perfected as a registered mortgage. Failure to register may affect the lender’s priority and its ability to rely on the security as a registered mortgage.

Security over real property is commonly supplemented by related security, such as assignments of insurance policies, rental income, sale proceeds and project agreements. For development projects, lenders may also take assignments of construction contracts and performance bonds.

Machinery and Equipment

Security over machinery and equipment is commonly taken by way of a fixed charge or debenture.

Receivables/Bank Accounts

Security over receivables and credit balances in bank accounts (being choses in action) are taken by way of an assignment or charge by a deed of assignment/charge or a debenture, depending on the security package to be taken. Lenders may also, for control purposes, obtain a charge (fixed or floating) over bank accounts into which the receivables are paid. To take a legal assignment over receivables/credit balances, it must be in writing with express written notice given to the debtor of the receivables. The giving of notice by the security provider to such counterparties/account banks also enables the lender to perfect the security and secure priority.

A charge over receivables can be fixed or floating. Where the lender is able to control the receivables and they are not subject to withdrawals without consent, a legal assignment or fixed charge may be created over the receivables. Often, however, the receivables are part of the ongoing business of the security provider and the lender does not seek to take control over the same. In such cases, only a floating charge may be created in substance, regardless of how the charge is termed in the documentation.

Inventory

Typically, a floating charge is created over inventory. The security provider will generally be permitted to deal with the inventory in the ordinary course of its business until the occurrence of a default event under the facility or notice from the lender, thereby crystallising the charge.

Shares

Shares in Singapore may be in certificated/scrip or scripless form.

Where shares are certificated, a legal or equitable mortgage may be taken over the shares. A legal mortgage may be granted by way of a share mortgage, accompanied by a transfer and registration of the shares and delivery of share certificates in the mortgagee’s name. An equitable mortgage/charge may be granted by way of a share mortgage/charge, accompanied by signed blank transfers and the delivery of the share certificates.

Where shares are in scripless form (ie, book-entry securities, being listed shares on the SGX), by statute, security may be taken over such shares by a statutory assignment or charge in prescribed form registered with the Central Depository (Pte) Limited, or by common law subject to certain prescribed requirements.

General Formalities and Perfection Requirements

Perfection requirements in relation to the creation of security over the above assets depend on the type of asset involved. These requirements include:

• taking possession of the relevant title documents;
• stamping (within 14 days of execution of the securities in Singapore (or within 30 days of its receipt into Singapore if executed outside Singapore) for up to the maximum amount of SGD500);
• registration of the charges with the Accounting and Corporate Regulatory Authority (ACRA) (within 30 days of execution of the securities in Singapore (or within 37 days if executed outside Singapore) and a filing fee of SGD60 per charge registration); and
• the serving of notices of assignment/charge on the relevant parties.

Failure to stamp security within the statutory deadline may result in penalties, and failure to register a charge with ACRA within the statutory deadline renders the charge void against the chargor’s liquidator and other creditors.

Additionally, security interests over certain assets (eg, aircraft, ships, intellectual property rights or land) will need to be registered at specialist registries and additional fees will apply.

Similarly, the timeframe for registration of security in respect of certain classes of assets at specialist registries may vary. For example, registration of a mortgage with the SLA may take several weeks and potentially months if complex and involving multiple units. In the interim, a lender may protect its interest by lodging a caveat with the SLA.

Security interests may be created over all present and future assets of a company by way of a floating charge in a debenture. Such debenture would typically provide for conversion or crystallisation of such floating charge into a fixed charge upon the occurrence of certain events including insolvency-related events or other events of default, or upon the lender’s option.

There are generally no restrictions under Singapore law on Singapore entities providing downstream, upstream and cross-stream guarantees, provided that the granting of such guarantees is supported by corporate benefit to the guaranteeing entity and the directors are not acting in breach of their fiduciary duty to the company in authorising the granting of such guarantee.

While a parent company guaranteeing the obligations of its subsidiary will generally be easier to justify, the position is less straightforward where a subsidiary guarantees the obligations of its parent or sister companies. In such situations, directors should carefully consider and document the corporate benefit to the guarantor. It may also be prudent to obtain shareholder approval for the guarantee as a matter of risk management.

Section 76 of the Companies Act 1967 (the “Companies Act”) provides, inter alia, that a public company or a company whose holding company or ultimate holding company is a public company, shall not, whether directly or indirectly, give any financial assistance for the purpose of, or in connection with, the acquisition by any person (whether before or at the same time as the giving of financial assistance) or proposed acquisition by any person of shares in the company or in a holding company or ultimate holding company (as the case may be) of the company. The prohibition does not extend to sister subsidiary companies. The Companies Act further provides that financial assistance for the acquisition of the target’s shares may be provided by, among others, the giving of a guarantee or the provision of security.

There are, however, whitewash procedures that would enable the target to effect a whitewash through, inter alia, board approval, if doing so does not materially prejudice the interests of the target or its shareholders or the target’s ability to pay its creditors, or the passing of shareholders’ and directors’ resolutions and lodging of solvency statements and papers with ACRA without the need for public notification and objection period or court order. Where the target is unable to effect a short-form whitewash, parties must consider that the need for public notification and objection period for a long-form whitewash will mean that a timeframe of six to eight weeks (assuming no objections) may be required.

Companies in Singapore must be mindful of the restrictions under Section 163 of the Companies Act, which regulate certain loans, quasi-loans, credit transactions, guarantees and security provided by a company in circumstances where its directors have specified interests in the recipient entity.

Section 163 does not apply to exempt private companies. It also does not apply to transactions involving a subsidiary, holding company or fellow subsidiary of the same holding company. The section further does not apply to certain lending or guarantee activities carried out in the ordinary course of business where the relevant activities are regulated or subject to supervision by the MAS.

In addition, certain otherwise restricted transactions may be permitted where prior approval is obtained from shareholders in general meeting, subject to the statutory requirements.

Security interests are typically released through a discharge or release document, which may, where applicable, include a reassignment or reconveyance of the secured assets to the security provider. Additional steps may be required to discharge or remove registrations of security interests from the relevant public registries. For instance, the discharge of a mortgage over land under the Land Titles Act requires a discharge instrument in the statutorily prescribed form to be lodged and registered with the SLA.

Priority of competing common law security interests is governed by common law rules, which involve complex technical issues (discussion of which would be outside the scope of this chapter). Generally, priority will be governed by the time of security creation, subject to compliance with other perfection requirements. For instance, failure to register a charge with ACRA within the statutory deadline would render the security void against the chargor’s liquidator and other creditors.

In Singapore, subordination is typically effected by way of a subordination agreement or contractual subordination clauses in other financing documents. Priority among different lenders can also be contractually varied by way of a priority deed or intercreditor agreement, facilitating debt restructuring and prioritising claims based on contract terms. In Singapore, these contractual variations are legally recognised, allowing lenders to establish their desired priority framework within the lender group or between different lender groups, provided they are not in contravention of statutory provisions or public policy.

While subordination agreements generally are enforceable under Singapore law, the enforcement of such agreements in a Singapore court may be affected by bankruptcy, insolvency, liquidation, judicial management, reorganisation, reconstruction or similar laws affecting creditors’ rights.

In particular, certain subordination provisions may not be effective in the event of a winding up of a subordinated creditor under Singapore law if they conflict with mandatory statutory rules governing the distribution of a company’s assets among creditors.

Material security interests that can prime a lender’s interest by operation of law include liens granted for emergency financing and maritime liens. Under the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), companies undergoing restructuring can apply for court orders to obtain priority financing, often necessary to continue operations, with the financing secured through a “priming lien” on existing security.

To structure around these liens, lenders seek subordination agreements that set terms for priority financing under specific conditions. Where restructuring is anticipated, lenders may also engage in contractual arrangements with the borrower and emergency creditors to minimise exposure to priming liens.

Circumstances under which a secured lender may enforce its collateral will depend primarily on the terms of the security documents. The circumstances typically include events of default such as the non-payment of the loan.

Enforcement methods a secured lender may employ include seizing and/or selling the collateral (whether through private or court processes), and appointing a receiver over the collateral.

When seeking to enforce collateral, secured lenders will have to consider, among other things:

• whether the value of the collateral is sufficient to cover the loan provided;
• whether there are competing claims over the collateral; and
• whether there are any other prohibitions to enforcement, such as those which may arise when the debtor company is being wound up or placed in judicial management.

The choice of a foreign law as the governing law of the contract will typically be upheld under Singapore law, as long as the application of foreign law is not contrary to public policy and the choice is bona fide and legal.

Similarly, the Singapore courts will typically uphold a party’s submission to a foreign jurisdiction. Where a party has submitted exclusively to the jurisdiction of a state that is party to the Hague Convention, the Singapore Choice of Court Agreements Act 2016 (CCAA) will apply and the Singapore courts will, generally, subject to certain exceptions, stay or dismiss proceedings in the Singapore courts.

Even where the CCAA does not apply, the Singapore courts will generally stay local proceedings where there is a valid exclusive jurisdiction clause unless strong cause as to why such a stay should be refused is shown, such as a denial of justice.

Contractual waivers are also typically upheld under Singapore law. In particular, there may be waivers of sovereign immunity under the circumstances set out in the Singapore State Immunity Act 1979.

Judgments Given by a Foreign Court

Foreign judgments may be recognised and enforced in Singapore without a retrial of the merits of the case:

• under the Reciprocal Enforcement of Foreign Judgments Act 1959 (REFJA);
• under the CCAA; or
• by way of the common law recognition and enforcement regime.

REFJA

The REFJA applies to judgments from the following countries:

• Australia;
• Brunei Darussalam;
• Hong Kong Special Administrative Region of the People’s Republic of China;
• India;
• Malaysia;
• New Zealand;
• Pakistan;
• Papua New Guinea;
• Sri Lanka; and
• the United Kingdom of Great Britain and Northern Ireland.

The REFJA does not apply to any judgment which may be recognised or enforced in Singapore under the CCAA.

CCAA

Foreign judgments may also be recognised under the CCAA, which applies in every international case where there is an exclusive choice of court agreement concluded in a civil or commercial matter.

Under the CCAA, foreign judgments from over 30 jurisdictions may be recognised and enforced by the Singapore courts without a review of the merits of the foreign judgment if the conditions set out in the CCAA are met.

Common law

In situations which fall outside the scope of the REFJA and the CCAA, a judgment creditor may also apply for the recognition and enforcement of the relevant foreign judgment under common law.

A foreign judgment may be enforced under the common law recognition and enforcement regime without a retrial of the merits of the case if:

• it was made by a court of competent jurisdiction;
• the foreign court had jurisdiction to give a judgment in personam capable of recognition or enforcement as against the person against whom it was given (eg, by submission to the jurisdiction of that court);
• it is final and conclusive on the merits;
• it is a final judgment for a fixed sum of money;
• it does not involve the enforcement of foreign penal, revenue or other public laws; and
• there is no defence to its recognition.

Arbitral Awards

In general, foreign arbitral awards may be recognised and enforced in Singapore in accordance with the New York Convention read with the Singapore International Arbitration Act 1994 (pursuant to which the UNCITRAL Model Law on International Commercial Arbitration is put into force with modifications) without a retrial of the merits of the case.

Typically, the fact that a lender is foreign does not affect its ability to enforce its rights under a loan or security agreement. That said, if a foreign lender commences legal proceedings in Singapore to enforce its rights, the borrower (ie, defendant) may apply to court to ask that the lender provide security for its costs. In that case, the fact that the lender is ordinarily resident outside Singapore is one factor which the Singapore courts will take into account in determining whether to grant the security for costs.

The commencement of insolvency and restructuring-related processes may impact the enforcement of a loan or security primarily through the imposition of statutory moratoria, in the following ways.

Winding-Up

In a winding-up by the court, the IRDA provides for an automatic moratorium upon (i) the making of a winding-up order, or (ii) the appointment of a provisional liquidator. In a creditors’ voluntary winding-up, a similar moratorium applies after commencement of the winding-up. During the automatic moratorium period, no action or proceeding may be proceeded with or commenced against the company except by permission of the court and in accordance with such terms as the court may impose. However, such a moratorium generally does not apply to the enforcement of security.

Where a company is wound up on an insolvent basis, a secured creditor cannot claim any interest on their debt after commencement of the winding-up (the “commencement date”), unless the secured creditor realises their security within 12 months after the commencement date, or such further period determined by the liquidator.

Judicial Management

The IRDA provides for an automatic moratorium when (i) an application for a judicial management order is made, or (ii) a written notice of the appointment of an interim judicial manager is lodged (ie, where the company appoints an interim judicial manager with a view to the creditors subsequently resolving to place the company into judicial management instead of by order of court).

During this automatic moratorium period, among other things:

• no step may be taken to enforce any security over any property of the company, or to repossess any goods under any hire‑purchase agreement, chattels leasing agreement or retention of title agreement, except with the permission of the court and subject to such terms as the court may impose; and
• no enforcement order or other legal process may be issued, continued or executed, and no distress may be levied, against the company or its property, except with the permission of the court and subject to such terms as the court may impose.

Under the IRDA, an automatic moratorium also takes effect upon the court’s grant of a judicial management order. In such event, creditors are generally prohibited from enforcing any security over the company’s assets without the court or judicial manager’s permission. Similarly, a secured creditor cannot claim any interest on their debt from the date permission was granted unless the secured creditor realises their security within 12 months of receiving permission to do so, or such further period determined by the judicial manager.

Schemes of Arrangement

The Singapore courts may grant a moratorium, which may cover the enforcement of security.

Under the IRDA, an automatic 30-day moratorium comes into effect on the filing of a moratorium application (subject to the relevant statutory requirements being satisfied). In addition, related companies of the subject company can apply for a separate moratorium under the IRDA.

Creditors are broadly paid out in the following order on a debtor company’s insolvency.

• Secured creditors holding fixed security generally have priority in respect of the assets subject to security, and may enforce their rights in respect of the security taken over the debtor company’s assets ahead of preferential and unsecured creditors. However, certain preferential debts may rank ahead of claims secured by a floating charge and may be paid out of assets subject to that floating charge.
• Preferential creditors – under the IRDA, the following are some key preferential creditors who must be paid in priority to all other unsecured debts:
1. costs and expenses of the winding-up incurred by the liquidator of the insolvent company;
2. costs of the applicant for the winding-up order;
3. all wages and salary payable to any employee, subject to the prescribed limit; and
4. retrenchment benefit or ex gratia payment, subject to the prescribed limit.
• Unsecured creditors, ie, creditors who do not hold security over the debtor company’s assets, are paid on a pari passu basis after the secured and preferential creditors are paid.

The time taken to complete a typical insolvency process depends on various factors, such as the amount and location of assets available for distribution and the number of creditors involved. This may range from months to even years.

Similarly, creditors’ recoveries may also vary widely (see 7.2 Waterfall of Payments for the order in which payments are made on a company’s insolvency).

In Singapore, company rescue or reorganisation procedures apart from liquidation include judicial management and schemes of arrangement.

Judicial Management

Judicial management is a process where a judicial manager is appointed to rehabilitate the distressed company, preserve all or part of the company’s business as a going concern, or achieve a more favourable outcome for the company’s creditors than if the company was wound up.

As part of the judicial management process, the judicial manager will take over the property, affairs and operations of the company.

Schemes of Arrangement

A scheme of arrangement is a court-sanctioned compromise or arrangement between a distressed company and its creditors or shareholders that enables the company to restructure its debts while still operating.

In a scheme of arrangement, the company retains control of its property, affairs and operations.

A key risk area for lenders is that certain transactions which they may enter into with the borrower prior to the commencement of judicial management or winding-up proceedings (eg, for the repayment of the debt) are at risk of being set aside.

Where a company is in judicial management or is being wound up, the judicial manager or liquidator (as the case may be) may apply to court for an order to set aside certain transactions at an undervalue and/or transactions that constitute an unfair preference which occurred prior to the commencement of judicial management or winding-up. This claw-back period ranges from three years (transactions at an undervalue) to two years (unfair preferences, if given to a person connected with the company; if not, one year) before the commencement of liquidation or judicial management.

Furthermore, generally a floating charge on the debtor company’s property created within one year (two years if in favour of a person connected with the company) prior to the commencement of the judicial management or winding-up may be invalid except to the extent of value of the consideration (to the extent that the consideration consists of money paid, goods or services supplied, or the discharge or reduction of debt) for the creation of the charge together with interest. In the case of a charge created in favour of an unconnected person, the charge may be vulnerable if the company was insolvent at the time the floating charge was created or became insolvent as a consequence of the transaction.

Singapore continues to play an important role in the financing of cross-border infrastructure projects across South-East Asia, supported by its established ecosystem of lenders, sponsors and professional advisers.

Market activity has included investments in digital infrastructure, particularly hyper-scale and AI-driven data centres, alongside financing initiatives aimed at mobilising capital for energy transition projects across South-East Asia (most notably Singapore’s MAS-led Financing Asia’s Transition Partnership (FAST-P), a blended finance platform targeting up to USD5 billion in mobilised capital). Rather than displacing conventional market-rate project financing, FAST-P’s constituent partnerships (including the Energy Transition Acceleration Finance Partnership (ETAF) and the Green Investments Partnership) deploy concessional and catalytic capital to absorb earlier-stage or higher-risk elements of energy transition infrastructure investment, thereby crowding in commercial lenders. This is illustrated by DBS’s USD210 million senior debt facility, announced in June 2026, to ETAFCo (ETAF’s investment vehicle), as the fund’s inaugural commercial lender alongside catalytic capital providers MAS and Private Infrastructure Development Group.

From a lender perspective, these sectors present evolving bankability considerations, including regulatory frameworks, sustainability requirements, technology risk, operational resilience, contractual arrangements and the robustness of underlying revenue streams. As with other project financings, careful structuring of risk allocation among the relevant project stakeholders remains an important consideration.

With South-East Asia expected to remain a significant growth market for both energy transition and digital infrastructure investments, Singapore is likely to remain an important centre for arranging and advising on cross-border project financings.

Public-private partnerships (PPPs) have been used on a project-specific basis in Singapore, including in the water, waste management and other public infrastructure sectors.

As a form of government procurement, PPPs are generally subject to the Government Procurement Act 1997 and related subsidiary legislation. The Ministry of Finance is responsible for government procurement policies, which govern how government agencies conduct their procurement.

Key considerations for investors and lenders include the applicable regulatory framework, the allocation of project risks among the public authority, private sector participants and financiers, and the robustness of the contractual arrangements.

PPP transactions can involve challenges arising from lengthy procurement processes and significant upfront costs, which may affect the timing and feasibility of private sector participation. PPP arrangements also require careful alignment of incentives among stakeholders, supported by appropriate governance, monitoring and enforcement mechanisms to facilitate effective project delivery.

In Singapore, project documents such as construction contracts, power purchase agreements and offtake contracts are not required to be governed by Singapore law. Parties are generally free to choose the governing law of their contracts, including English or New York law. This choice is generally recognised by the Singapore courts, subject to limited exceptions such as public policy considerations. While Singapore law is commonly selected for contracts relating to domestic projects, parties may also choose Singapore law or other governing laws for transactions involving international elements.

Parties are generally free to agree on the method of dispute resolution, including litigation or arbitration. Arbitration is a well-established means of dispute resolution in Singapore. The Singapore International Arbitration Centre (SIAC) is a leading arbitral institution based in Singapore, and it is not uncommon for parties to select SIAC arbitration for commercial disputes, particularly those involving international parties or elements.

In project financings, parties typically give careful consideration to governing law and dispute resolution provisions to ensure certainty and enforceability across the various project agreements.

In Singapore, there are certain restrictions regarding foreign ownership of real property, including surface and subsurface rights, as well as water rights.

Foreign Ownership of Real Property

Land Titles Act

Under the Land Titles Act, foreign entities may require approval to acquire certain types of real estate. For instance, the Residential Property Act 1976 generally restricts foreign ownership, allowing foreigners to buy private residential properties only with approval from the Minister for Law.

Commercial and industrial property

Foreign ownership of commercial and industrial property is less restricted but still requires adherence to specific regulations. Foreign entities may acquire such properties, although there may be additional requirements under the Planning Act 1998.

Water Rights

Water rights are primarily governed by the Public Utilities Act 2001, which does not explicitly limit foreign entities but requires compliance with local laws and regulations regarding the construction, operation and usage of water resources, among others. One example would be the water agreements entered into by the state of Johor and the City Council of Singapore.

Lenders and Remedial Rights

Foreign lenders can hold security interests in real property and exercise remedial rights, such as enforcing liens on properties. However, any enforcement action must comply with Singapore law, including the Land Titles Act and the Conveyancing and Law of Property Act 1886.

Legal Form of the Project Company

Project companies in Singapore are typically structured as private limited companies (Pte Ltd) due to limited liability benefits and favourable tax treatment.

Joint ventures are also common for large projects in Singapore including government sector projects as some project tenders require a Singaporean joint venture partner to be involved for greater accountability to mitigate risks.

There are generally no restrictions to the legal form of the project company, as long as it is validly incorporated under the Companies Act and complies with the statutory registration requirements, filing and disclosure requirements. There could be ownership and control restrictions over certain companies if the entity conducts business in areas where it could affect the national security interests. The Ministry of Trade and Industry Singapore recently introduced the Significant Investments Review Act 2024 to delineate the entities that could potentially be affected.

Parties should also consider issues pertaining to goods and services tax as well as withholding tax issues when structuring a project company, particularly for projects with onshore/offshore construction elements.

Regulation and Compliance

There are specific regimes and requirements for various types of construction and related work in Singapore. For instance, the provision of architectural and professional engineering service is regulated by statute, primarily under the Architects Act 1991 and the Professional Engineers Act 1991. Builders who carry out building works for public or private sector construction projects are also required to hold a builder’s licence under the Building Control Act 1989.

Restrictions on Foreign Investment

As noted above, foreign ownership of residential property is restricted by the Residential Property Act 1976.

The MAS may impose certain restrictions or requirements on foreign entities, especially in sectors deemed sensitive, such as telecommunications and media.

The MAS also oversees financial institutions and enforces regulations related to banking and financial services. Foreign investors must ensure compliance with MAS regulations, particularly if financing involves local banks or financial institutions.

Relevant Treaties

Bilateral Investment Treaties (BITs)

Singapore has entered into numerous BITs that provide protections for foreign investors, including provisions for fair and equitable treatment, protection against expropriation and access to international arbitration.

Double Tax Agreements (DTAs)

Singapore has signed DTAs with various countries to prevent double taxation on income, which can be beneficial for structuring project financing.

Project financing typically involves a mix of various financing sources and structures. Some options are listed below.

Bank Financing

Commercial banks

Bank loans are one of the primary sources of financing for project finance in Singapore. Banks often provide term loans or revolving credit facilities, structured around the project’s cash flows.

Islamic financing

Given Singapore’s growing Islamic finance sector, Sharia-compliant financing options, such as murabaha, istina’a, wakala or ijara, may also be utilised in project finance.

Export Credit Agency (ECA) Financing

Singapore-based projects involving international suppliers may benefit from financing through ECAs. These agencies provide guarantees and loans to mitigate risks associated with exporting goods and services. For example, ECICS, the Singapore ECA can support projects that require export credit.

Project Bonds

Issuing project bonds is a viable financing option for large-scale infrastructure projects. These bonds are typically backed by the project’s cash flow and may be rated by credit rating agencies. For example, bond proceeds of the Singapore sovereign green bonds (known as Green Singapore Government Securities (Infrastructure)) are used to finance green infrastructure projects in Singapore.

Natural resources projects involve unique issues and considerations, particularly regarding resource management, export regulations and local beneficiation.

Export Regulations

Restrictions on exports

Singapore has few restrictions on the export of most natural resources. However, specific regulations may apply to controlled commodities, such as hazardous materials and certain minerals. The Ministry of Trade and Industry and other regulatory bodies oversee export controls to ensure compliance with international trade obligations.

Resource Management

Land use and resource management

The management of land and resources is governed by laws such as the Planning Act 1998 and the Land Acquisition Act 1966. These laws regulate land use and development, impacting the feasibility of natural resources projects.

Environmental considerations

Natural resources projects are subject to environmental regulations, primarily under the Environmental Protection and Management Act 1999. Environmental impact assessments are often required to evaluate potential impacts on the environment and ensure compliance with sustainability standards.

While there is no strict legal requirement mandating beneficiation, the government encourages value-added processing and manufacturing, and provides for tax benefits and cash grants particularly in the realms of sustainability projects. This is aligned with the Singapore government’s efforts to be the leading centre for sustainable and green finance in Asia and globally. Refer to 1.6 ESG/Sustainability-Linked Lending for further details.

In Singapore, several laws and regulatory frameworks govern environmental, health and safety aspects.

Environmental Laws

The following environmental laws apply.

• Environmental Protection and Management Act 1999 – This covers pollution control, waste management and environmental impact assessments for certain projects.
• Environmental Public Health Act 1987 – This relates to waste disposal and governs matters relating to environmental health services.
• Land planning and conservation laws – Various laws govern land use and conservation, including the Planning Act 1998, which regulates development control and zoning.

Health and Safety Laws

The following health and safety legislation applies.

• Workplace Safety and Health Act 2006 – This establishes a framework for ensuring workplace safety and health across various industries. It mandates the responsibility of employers to ensure the safety of their workers and the public.
• Fire Safety Act 1993 – This provides for fire safety and matters connected therewith.

Regulatory Bodies

Projects are overseen by the following bodies.

• National Environment Agency – oversees environmental regulations, including pollution control, waste management, and environmental impact assessments processes.
• Ministry of Manpower – responsible for enforcing workplace safety and health regulations, including the Workplace Safety and Health Act 2006.
• Urban Redevelopment Authority – oversees land use planning and development, including community consultation for urban projects.
• Building and Construction Authority – ensures safety standards in construction projects and promotes green building practices.