Investing In... 2026 Comparisons

Singapore’s Legal System

Singapore operates under a common law legal system inherited from its British colonial past. 

The legal structure is built upon the separation of powers, comprising the legislature, executive and judiciary. Under this system, the sources of law are derived from the Constitution of the Republic of Singapore, legislation, subsidiary legislation and case law.

Judicial power is vested in the Supreme Court and subordinate courts. The Supreme Court comprises the Court of Appeal, which is the apex court in Singapore, and the High Court, which has specialised divisions, including the Singapore International Commercial Court (SICC).

Regulatory structure applicable to businesses operating in Singapore

The typical regulatory structure applicable to businesses comprises a combination of legislation and regulatory authorities, which will vary depending on the legal form, industry and nature of the business activities.

Most businesses operate as a company in Singapore. The primary legislation applicable to companies incorporated in Singapore is the Companies Act 1967 (the “Companies Act”). The main regulatory body of companies is the Accounting and Corporate Regulatory Authority of Singapore (ACRA), which regulates the incorporation and corporate governance of companies. In addition to companies, businesses may also be structured as funds operating under an umbrella arrangement through a variable capital company, which is regulated under the Variable Capital Companies Act 2018. This legal entity is similar to that of a company but with more flexibility in terms of return of capital and is only used to operate collective investment schemes.

Once incorporated, the company is an independent legal “person”, distinct from its shareholders and directors. It can own property, enter into contracts, sue, and be sued in its own name. The company’s existence continues indefinitely, regardless of changes in ownership or the death or bankruptcy of any shareholder or director. The company can acquire and hold assets, as well as initiate or defend legal proceedings in its own name. Ownership of the company can be transferred through the sale of shares.

Key legislation and regulatory bodies commonly applicable to businesses in Singapore include:

• in relation to employment:
1. the Employment Act 1968;
2. the Central Provident Fund Act 1953;
3. the Employment of Foreign Manpower Act 1990; and
4. the Ministry of Manpower (MOM); see 10. Employment and Labour for more information;
• in relation to intellectual property:
1. the Copyright Act 2021;
2. the Trade Marks Act 1998;
3. the Patents Act 1994; and
4. the Intellectual Property Office of Singapore (IPOS); see 11. Intellectual Property and Data Protection for more information;
• in relation to finance-related business:
1. the Monetary Authority of Singapore Act 1970; and
2. the Monetary Authority of Singapore (MAS);
• in relation to taxation:
1. the Income Tax Act 1947;
2. the Goods and Services Tax Act 1993; and
3. the Inland Revenue Authority of Singapore (IRAS); see 9. Tax for more information;
• in relation to data protection:
1. the Personal Data Protection Act 2012 (PDPA); and
2. the Personal Data Protection Commission (PDPC); see 10. Employment and Labour for more information. 

Singapore has historically promoted FDI through an open investment policy and various incentives. While there was no specific legislation governing inbound FDI solely based on its foreign origin, certain sectors, such as media and broadcasting, have long had restrictions.

More recently, the Significant Investments Review Act 2024 (SIRA) has introduced new regulations. SIRA oversees significant investments, from both local and foreign sources, into entities designated as critical to Singapore’s national security. Investors in these “Designated Entities” must now follow specific notification and approval procedures for changes in ownership and control. For instance, an investor must notify the Minister for Trade and Industry upon reaching a 5% stake and must seek prior approval to increase their control to 12%, 25%, or 50%. Approval is also required for acquiring indirect control or the business of a Designated Entity.

For more information, see 7. Foreign Investment/National Security.

Current Economic/Political/Business Climate and the Near-Term Outlook in Singapore

The economic, political, and business climate in Singapore is stable and generally positive, though the near-term outlook for 2026 is tempered by global uncertainties, potential trade conflicts and fluctuating tariffs imposed under the current administration in the USA which may affect businesses in Singapore. Regardless, Singapore remains a highly attractive destination for FDI due to its strong fundamentals, including political stability, a pro-business environment, and strategic regional hub status.

Recent Developments in the Regulation of FDI in Singapore

Singapore has a robust anti-money laundering and countering financing of terrorism (AML/CFT) regime made up of several disparate pieces of legislation and regulations, comprising those which apply generally to all persons and those which apply only to specific regulated sectors, such as financial institutions. MAS has undertaken regulatory actions against nine financial institutions (FIs) and a number of individuals for anti-money laundering-related breaches imposing composition penalties amounting to SGD27.45 million in total on nine FIs for breaches of MAS’ AML/CFT requirements in relation to the case. The crackdown serves as a caution for businesses that while FDI is accessible and attractive in Singapore, AML/CFT requirements should be closely adhered to.

More recently, the U.S. Treasury Department sanctioned several Singapore-registered firms and individuals in late 2025 for alleged ties to a Cambodian tycoon accused of masterminding large-scale cybercrime networks. This case highlights the potential reputational and operational risks for FDI in Singapore entities, even if formal action or enforcement is not taken domestically.

In 2024, MAS published its National Anti-Money Laundering Strategy, which outlines Singapore’s strategic approach to address money laundering risks. Singapore adopts a whole-of-government approach against money laundering, which involves co-ordination across government through an established structure as well as established partnerships with private sector entities. The country’s AML efforts are led by the AML-CFT Steering Committee, comprising representatives from the Ministry of Home Affairs, Ministry of Finance as well as the Monetary Authority of Singapore, and are supported by the Inter-Agency Committee, which is the main operational body facilitating the co-ordination and implementation of Singapore’s AML policy. 

The Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 prohibits a range of dealings with property connected to criminal activity. This includes entering into transactions relating to, acquiring, possessing, using or removing from any jurisdiction property that represents the benefits or proceeds of, was used in, or is intended to be used in connection with any drug dealing activity or other criminal conduct. For these purposes, criminal conduct includes carrying out, or being involved in, any act that constitutes a serious offence in Singapore or in any other jurisdiction.

On the other hand, the Terrorism (Suppression of Financing) Act 2002, which has extraterritorial effect, prohibits dealings with property owned or controlled by or on behalf of any terrorist or terrorist entity, including entering into or facilitating financial transactions relating to such dealings, or providing, collecting or using such property for the purpose of facilitating or carrying out a terrorist act. 

There are also targeted financial sanctions imposed by the United Nations (UN) through UN Security Council Resolutions (UNSCRs) against specific individuals and entities identified by the UN Security Council. As a member state of the UN, Singapore is committed to implementing the UNSCRs and gives effect to these targeted financial sanctions through the various pieces of legislation, some of which prohibit dealings with UN-designated individuals and entities. To the extent that any foreign investments involve dealings with such UN-designated individuals and entities, they may be subject to such sanctions.

In Singapore, acquisitions of private companies are typically structured either as:

• share sales;
• business or asset sales; or
• an amalgamation.

Share sales are more common where continuity of contracts, licences and employees is desirable, while business or asset sales allow for a more selective transfer of specific business elements, allowing buyers to “cherry pick” desired assets and exclude unwanted liabilities but requiring individual assignment of contracts and regulatory licences to the purchaser. Amalgamation is mostly carried out when companies in the same group decide to merge into one single entity or after the acquisition of the shares in a company, a decision is taken to amalgamate the acquired company with the other companies in the same group.

Acquisitions of public companies listed on the Singapore Exchange (SGX) are typically by way of:

• general offers (namely mandatory general offers or voluntary general offers), which are governed by the Singapore Code on Take-overs and Mergers;
• a scheme of arrangement which must be sanctioned by the courts;
• a reverse takeover;
• a voluntary delisting pursuant to an exit offer (where the public company will be delisted from the SGX following the completion of the acquisition); and
• the merger between a special purpose acquisition company (which is already listed on the SGX) and a non-listed entity.

Key considerations for foreign investors when selecting a transaction structure include tax efficiency (stamp duty implications and withholding tax obligations), the structure of the target company, sector-specific foreign ownership restrictions, and commercial objectives of the parties.

Compared to full acquisitions, minority investments generally take simpler forms, such as direct subscriptions of new equity or convertible instruments or purchases of shares from existing shareholders.

Outside the limited scope of key sectoral regimes (such as in the finance or media sector, or where the target entity is licensed under a regime that imposes change of control approval or notification requirements) further discussed in 8. Other Review/Approvals, there is generally no requirement for regulatory approval of M&A transactions solely due to foreign participation.

Nonetheless, foreign investors should be mindful of three potential regulatory touchpoints:

• competition law review by the Competition and Consumer Commission of Singapore (CCCS) under the Competition Act 2004, applicable where an M&A could substantially lessen competition (see 6. Antitrust/Competition);
• take-over regulation under the Singapore Code on Take-overs and Mergers, overseen by the Securities Industry Council (SIC), applicable to M&A transactions involving the acquisition of large unlisted public companies (with more than 50 shareholders and net tangible assets exceeding SGD5 million) or public companies listed on the SGX; and
• exchange listing rules as set out in the Listing Manual of the SGX, applicable to M&A transactions involving the acquisition of public companies listed on the SGX.

For a description of the more common types of corporate structures in Singapore, refer to 1.1 Legal System.

Companies in Singapore are subject to typical corporate regulatory rules which are meant to promote transparency, accountability and risk management. Examples include rules on annual general meetings, annual audits of financial statements, filing of corporate actions, and statutorily prescribed reserved matters requiring shareholders’ approval.

Furthermore, directors of companies are subject to statutory and fiduciary duties (under common law) to ensure that they:

• act bona fide in the interests of the company;
• avoid conflicts of interests;
• act for proper purposes; and
• act honestly and use reasonable diligence in the discharge of their duties.

Such duties imposed on directors aim to ensure accountability and transparency of the directors to the company’s stakeholders (including shareholders).

Furthermore, public companies listed on the SGX are subject to additional corporate governance requirements, such as requirements that the board of directors be appropriately independent, and that all shareholders be treated fairly and equitably, as set out in the Listing Manual and the Code of Corporate Governance.

Generally, from a legal perspective, the Companies Act 1967 (CA) does not generally draw a specific definitional distinction between majority and minority shareholders (one exception is for disclosure requirements; see 4.3 Disclosure and Reporting Obligations).

Instead, most minority shareholder rights are to be negotiated between the parties and are then typically enshrined within shareholders’ agreements and the company’s constitution.

Common examples of such rights include:

• mandatory quorum rights;
• veto rights;
• board appointment rights; and
• tag-along rights.

Statutorily, the CA provides two main avenues for minority shareholders to seek redress:

• a personal claim to the courts for oppression, injustice, unfair discrimination, or prejudice by the company, and/or its directors; and
• a derivative action to bring an action on behalf of the company.

At the onset, every shareholder of a company is required to have their particulars reflected in an electronic register of members as maintained by the Accounting and Corporate Regulatory Authority (ACRA). Such information is accessed online via the payment of a nominal fee.

Companies are also required to maintain a register of registrable controllers that will need to be lodged with ACRA.

Registrable controllers are individuals or entities that exercise significant control or have significant interest over a company. An example of which is the ultimate beneficial owner of a majority shareholder of a company.

Registrable controllers have an obligation to inform the company:

• that they are registrable controllers; and
• of their prescribed particulars.

Unlike the register of members, information in the company’s register of registrable controllers is not available to the public and will only be disclosed to ACRA and relevant governmental/law enforcement bodies.

Additionally, a similar regime is also applicable to nominee directors and nominee shareholders of a company.

Corporations

Investors who intend to obtain not less than a 5% interest in the voting shares of corporations (including companies and foreign entities) listed on an approved exchange (which includes SGX) will be treated as substantial shareholders of such corporations.

Substantial shareholders are subject to additional disclosure requirements including making notification(s) to the corporation when:

• they are or cease to be substantial shareholders of the corporation; or
• there is a 1% change in the percentage level of their interest in the corporation.

Capital Markets Industry

Singapore, as a leading financial hub in Asia, offers a well-regulated, transparent and efficient capital market environment. SGX is the main exchange in Singapore for the trading of stocks, bonds, options, forex and commodities.

In addition, Singapore has a well-established financial industry providing capital markets services such as brokers, corporate finance firms, banks and fund managers.

Equity capital markets, debt capital markets, and real estate investment trusts represent the three most active and vibrant markets in Singapore.

Fundraising

Companies raising funds via the capital markets typically do so through:

• equity financing: IPOs, private placements, or rights issues;
• debt financing: issuance of bonds or notes to institutional investors; or
• a combination of both equity and debt financing by issuing a SAFE note (also referred to as a CARE note in Singapore).

To carry out such fundraising, publicly listed companies will need to list the relevant securities on SGX by undergoing the listing process.

Given (i) the costs required to list such securities, as well as (ii) the higher regulatory and disclosure requirements for listed companies, capital markets fundraising is often more suitable for mid-to-large companies.

For SMEs and early-stage companies, financing is usually done through bank loans, and private investments (see 3. Mergers and Acquisitions). Bank loans provide for more readily available funds at the cost of interest while private investments provide flexibility and strategic contributions from investors at the cost of potential dilution.

Start-ups will usually seek a hybrid of both equity and debt financing as start-up founders typically want to retain control without being too heavily leveraged, which could deter future investors from investing.

All offers of securities (including shares) in Singapore are subject to the requirement to lodge and register a prospectus with the Monetary Authority of Singapore unless such offers fall under an exemption.

Common exemptions include:

• offers to institutional investors: eg, financial institutions, government-owned entities;
• offers to accredited investors: eg, investors with net personal assets greater than SGD2,000,000;
• private placement: no more than 50 persons within any 12-month period; or
• small offers: total amount raised is less than SGD5,000,000 within any 12-month period.

Singapore generally allows 100% foreign ownership and treats foreign and domestic investors equally save for sector-specific restrictions (see 8. Other Review/Approvals) and restrictions relating to national security issues (see 7. Foreign Investment/National Security).

Foreign investors choosing to invest in Singapore through investment funds would not be subject, nor would such funds be subject, to any additional regulatory approvals.

Such investment funds are assumed to be managed by regulated fund managers and to have complied with general requirements under Singapore law, as the case may be.

Notwithstanding the above, depending on the structure of the investment funds and the foreign investor’s interest in the fund, such FDI through investment funds may potentially trigger sector-specific restrictions (see8. Other Review/Approvals) or restrictions relating to national security issues (see 7. Foreign Investment/National Security).

Singapore’s merger control regime is set out in the Competition Act 2004 and administered by the Consumer Commission of Singapore (CCCS). Save for limited prescribed exceptions, the Competition Act 2004 generally prohibits any merger that has resulted, or may be expected to result, in a substantial lessening of competition in any Singapore market. This applies even if the merger or parties are located abroad provided that Singapore markets are affected.

Under the Competition Act, a merger is deemed to occur where:

• two or more previously independent undertakings merge;
• one or more persons or undertakings acquire direct or indirect control of the whole or part of other undertakings; or
• the acquisition by a first undertaking of the assets of the second undertaking places the first undertaking in a position to replace or substantially replace the second undertaking in the business in which the second undertaking was engaged immediately before the acquisition.

Notification to the CCCS is voluntary and non-suspensory. As a result, an M&A transaction may close without clearance from the CCCS. The CCCS recommends notification where the merged entity’s market share is ≥40% or if the market share of the top three firms post-merger is ≥70%, with the merged entity’s market share being at least 20%, as these scenarios may raise competition concerns.

Even without notification, the CCCS may investigate completed or anticipated mergers on its own initiative if it has reasonable grounds to suspect a substantial lessening of competition in any Singapore market, including the ability to impose interim measure directions while investigations are ongoing. This “ex post” jurisdiction of the CCCS underscores the importance of pre-transaction risk assessment.

Parties should therefore conduct a self-assessment as a first step before a merger to determine whether their proposed merger should be notified to the CCCS. If guidance is required, the parties may apply to the CCCS for confidential, non-binding advice on whether their proposed merger would result in a substantial lessening of competition. The proposed merger must not be publicly known at the time the CCCS’ advice is sought.

If parties decide to notify the CCCS, this triggers a formal review process which consists of two phases:

• In Phase 1, CCCS conducts an initial review based on information provided by the parties and other available data. This preliminary stage generally takes about 30 working days and the merger will be cleared if no competition issues are identified. The favourable decision will be published on the CCCS public register.
• However, if the CCCS is unable to conclude that the transaction poses no competitive concerns, it will proceed to a Phase 2 review, where the CCCS seeks further information and conducts a more detailed investigation, which typically requires up to 120 working days to complete. If the CCCS preliminarily concludes that a merger may substantially lessen competition, it issues a provisional decision outlining its reasoning and proposed directions. The parties may make written or oral representations or seek a public interest exemption from the Minister for Trade and Industry. Once all representations are considered, the CCCS delivers its final decision and publishes the outcome on the CCCS public register.

The substantive test the CCCS applies in its review is whether the merger has resulted, or is expected to result, in a substantial lessening of competition in any Singapore market.

To determine this, the CCCS compares the level of competition in the relevant market in the future with and without the merger. Its assessment focuses on key factors such as:

• market concentration and shares before and after the merger;
• barriers to entry or expansion that may limit new or existing competitors;
• buyer power and ability to resist higher prices that could constrain the merged entity’s pricing or conduct;
• efficiency gains like cost savings or innovation that may enhance competition or benefit consumers; and
• other party-specific arguments, including failing firm arguments and non-horizontal (vertical or conglomerate) effects.

The CCCS treats this assessment as qualitative rather than purely numerical, as a finding of competitive harm may arise even if market shares fall below indicative thresholds. Further, the lessening of competition need not affect every competitor or every dimension of competitive rivalry.

Remedies for competition concerns identified by the CCCS may come in the form of commitments or undertakings by the merging parties, which may be proposed at any time during the review process and accepted by the CCCS before a final decision is made, or as directions from the CCCS.

Structural remedies are measures that change the market structure itself to remove or reduce anti-competitive effects arising from a merger. They are generally preferred by the CCCS because they provide a lasting solution without ongoing supervision. Such remedies often involve the divestment of overlapping businesses or assets to maintain or restore competition, or the licensing of key intellectual property, know-how, or technology to ensure continued market access for competitors. At the most extreme, the CCCS may simply prohibit an anticipated merger from occurring or require a completed merger to be dissolved.

Behavioural remedies are measures that regulate the conduct of the merged entity rather than changing its structure. They are typically used where structural remedies like divestment are impractical or disproportionate as they require closer monitoring of compliance. Such remedies may include avoiding exclusive contracts, committing to fair and non-discriminatory pricing or access for customers and competitors, and maintaining the supply of critical inputs or software.

While notification is voluntary and non-suspensory, the CCCS may investigate at any time and block or unwind a merger that is found to substantially lessen competition even after completion. The CCCS may also investigate mergers that have not been directly notified to it, where it is triggered through CCCS’s own market intelligence functions or complaints from third parties.

Where a merger is found to substantially lessen competition, the CCCS may issue directions to remedy, mitigate or eliminate such anti-competitive effects. If the CCCS further finds that the anticompetitive effects were intentional or negligent, financial penalties of up to 10% of the merger parties’ Singapore turnover per year of infringement (up to three years) may be imposed. Documenting the parties’ self-assessment on whether a proposed merger should be notified would therefore be the first line of defence against the CCCS finding negligence.

Decisions of the CCCS may be appealed to the Competition Appeal Board, and further to the High Court and Court of Appeal on points of law or quantum of penalties.

Apart from specific regulations regulating investments in certain critical entities, Singapore has recently passed the Significant Investments Review Act 2024 of Singapore (SIRA) to supplement such regulations. The purpose of the SIRA is to protect the national security interests of Singapore by regulating significant investments in, and control of, critical entities (“Critical Entities”). While the SIRA itself does not set out the criteria for determining which entities qualify as Critical Entities, a list of such entities was published in the Government Gazette on 31 May 2024. The entities currently designated as Critical Entities include ST Logistics, Sembcorp Specialised Construction, ST Engineering Marine, ST Engineering Land Systems, ST Engineering Defence Aviation Services, ST Engineering Digital Systems, ExxonMobil Asia Pacific, Shell Singapore and Singapore Refining Company.

The SIRA further provides for the following in relation to the change in shareholding interests of each of the Critical Entities:

• Existing investors of the Critical Entities have to seek the approval of the Ministry of Trade and Industry (MTI) prior to ceasing to be a 50% or 75% controller.
• Potential investors and acquirers must notify the MTI within seven days after becoming a 5% controller.
• Potential investors and acquirers must seek the MTI’s approval prior to becoming a 12%, 25% or 50% controller or indirect controller.
• Potential investors and acquirers must seek the MTI’s approval prior to acquiring the Critical Entities as a going concern, of (or any part of) the business or undertaking. The approval should be sought jointly with the Critical Entities.

The MTI will review the request for approval based on the following conditions:

• whether the potential investor or acquirer is a fit and proper person under the Guidelines on Fit and Proper Criteria;
• having regard to the influence of such potential investor or acquirer, whether the Critical Entities will continue to carry on their business or undertaking; and
• it is not against the national security interests of Singapore to do so.

Please refer to 7.1 Applicable Regulator and Process Overviewand 8.1 Other Regimes for the different criteria and considerations.

Please refer to 7.4 National Security Review Enforcement for more details.

The implications of not complying with the SIRA or the respective sectoral-specific legislation (refer to 8. Other Review/Approvals) can vary and may include one or more of the following:

• persons who fail to comply may be held liable for a criminal offence or be subject to fines; and/or
• the relevant authorities may:
1. direct the persons to dispose of the interests acquired;
2. resist the transfer and prevent such transfer of interests from taking place; or
3. restrict the exercise of any rights acquired through the acquisition of the shares.

Generally, Singapore adopts an open-door policy in relation to foreign direct investments. However, the Singapore government also acknowledges that there are certain key industries which will require tighter scrutiny and regulation where foreign investments are concerned. These are usually in the following industries: banking, telecommunications, broadcasting and public utilities (which include water, electricity and gas). Each of these sectors have their respective regulatory requirements and exceptions, which are listed below. 

Real Estate

Under the Residential Property Act 1976 in Singapore, restrictions on foreign ownership apply to specified types of residential property. Foreign persons, comprising persons who are not a Singapore citizen, company, limited liability partnership or society, must apply for approval to purchase, acquire or retain residential property, or such ownership would be void.

Banking Industry

The Banking Act 1970 of Singapore (BA) generally regulates both substantial shareholdings and the acquisition of certain threshold amounts of Singapore-incorporated banks. Subject to certain variations depending on the type of bank – for example, foreign banks may take only a minority stake in a digital full bank, but may acquire any level of shareholding in a digital wholesale bank – the approval of the Minister for Finance is required in specified circumstances. These include the acquisition of an interest or interests in one or more voting shares of a bank where the total votes attached to those shares amount to not less than 5% of the total voting rights of the bank, as well as situations where a person becomes, on or after 18 July 2001, a 12% controller, a 20% controller or an indirect controller of a bank incorporated in Singapore.

Approval must be obtained prior to the acquisition and/or control and the Minister of Finance will have to consider as part of the application whether the person is a fit and proper person and, having regard to the likely influence of the person, whether the bank incorporated in Singapore will or will continue to conduct its business prudently and comply with the provisions of the BA. Also, the Minister of Finance must be satisfied that it is in the national interests to approve the acquisition and/or the control.

The Minister of Finance can grant exemptions from complying with the thresholds above but such exemptions have since been granted on a per-entity basis rather than based on certain criteria being met.

Telecommunications

The shareholding requirements are regulated under the Telecommunications Act which provides the following thresholds:

• A designated telecommunication licensee must give written notice to the Info-communications Media Development Authority of Singapore (IMDA) within seven days after first becoming aware of the event that any person, whether by a series of transactions over a period of time or otherwise, holds 5% or more but less than 12% of the total number of voting shares in the designated telecommunication licensee or is in a position to control 5% or more but less than 12% of the voting power in the designated telecommunication licensee.
• A person must not, without obtaining the prior written approval of the IMDA to do so, become, whether through a series of transactions over a period of time or otherwise, a 12% controller or a 30% controller of a designated telecommunication licensee.
• A person must not, without obtaining the prior written approval of the IMDA to do so, obtain effective control over a designated telecommunication licensee. Effective control means the ability to cause the designated telecommunication licensee to take, or to refrain from taking, a major decision regarding the management or operations of the designated telecommunication licensee.

Refer to the Code of Practice for Competition in the Provision of Telecommunication and Media Services 2022 issued by the IMDA for the approval procedure in relation to the acquisition described above.

Broadcasting

Unless otherwise approved, under the Newspaper and Printing Presses Act 1974, all directors of every newspaper company in Singapore must be citizens of Singapore. Further, all newspaper companies in Singapore must have two classes of shares – management shares and ordinary shares – whereby management shares can only be issued or transferred to Singapore citizens or corporations unless written approval has been obtained. 

The receipt of funds from a foreign source on behalf of or for the purposes of any newspaper are also prohibited unless the prior approval of the minister is obtained. 

The shareholding requirements are regulated under the Broadcasting Act 1994 of Singapore (BCA) which provides the following thresholds:

• A person must not, on or after 2 September 2002, enter into any agreement or arrangement, to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of more than 5% of the total votes attached to all voting shares in a broadcasting company without first obtaining the approval of the IMDA.
• A person must not, on or after 2 September 2002, become a 12% controller or indirect controller of a broadcasting company without first obtaining the approval of the IMDA.

In determining whether to grant approval, the IMDA will consider whether:

• the person is a fit and proper person;
• in view of the person’s likely influence, the broadcasting company will or will continue to conduct its business prudently and comply with the provisions of the BCA; and
• it is in the national interest to do so.

Public Utilities

The shareholding requirements are regulated under the Public Utilities Act 2001 of Singapore (BCA), which provides the following thresholds in relation to any designated entity that has a contract with the Public Utilities Board (PUB) to supply water to PUB or collect, treat, recover or dispose of used water (including sewage, waste matter and effluent) (“Designated Activities”):

• If a person becomes, on or after 1 April 2020, a 5% controller of a designated entity, designated business trust or designated trust, that person must, within seven days after becoming the 5% controller, give written notice to the PUB of that fact.
• Except with the prior written approval of the PUB, a person must not become, on or after 1 April 2020, a 12% controller or 30% controller of a designated entity.
• A person must not acquire, on or after 1 April 2020, as a going concern the business or undertaking, or any part of the business or undertaking, of a designated entity which relates to the Designated Activities unless the person, and the designated entity have obtained the prior written approval of the PUB.

In determining whether to grant approval, the PUB will consider whether:

• the person acquiring the business or undertaking is a fit and proper person;
• the acquisition will affect the security and reliability of the supply of water in Singapore; and
• it is in the public interest to do so.

Supply of Electricity

The shareholding requirements are regulated under the Electricity Act 2001 of Singapore (EAS), which provides the following thresholds in relation to any designated entity that is a transmission licensee or a transmission agent licensee (“Designated Electricity Licensee”) or that owns a transmission system or part of a transmission system of which the Authority is satisfied will engage in or is engaging in an activity that is critical to Singapore’s energy security and reliability (“Designated Entity”):

• A Designated Electricity Licensee or Designated Entity must give notice in writing to the Energy Market Authority (EMA) if any person acquires equity interest in the licensee, the entity or the business trust, respectively, whether through a series of transactions over a period of time or otherwise, that would result in that person holding 5% or more but less than 12% of the total equity interest in the Designated Electricity Licensee or Designated Entity.
• No person may, whether through a series of transactions over a period of time or otherwise, become a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller of a Designated Electricity Licensee or a Designated Entity without obtaining the prior written approval of the EMA.
• No person may acquire as a going concern the designated businesses or part thereof conducted by the Designated Electricity Licensee or Designated Entity unless the person, and the licensee or the entity (as the case may be) obtain the prior written approval of the Authority.

In determining whether to grant approval, the EMA will consider whether:

• the person acquiring the business is a fit and proper person;
• the acquisition will affect the security and reliability of the supply of electricity to the public and the designated business activities will continue to be conducted prudently and in compliance with the provisions of the EAS; and
• it is in the public interest to do so.

Supply of Gas

The shareholding requirements are regulated under the Gas Act 2001 of Singapore (GAS), which provides the following thresholds in relation to any designated entity that is a gas transporter, a gas transport agent or an LNG terminal operator (“Designated Gas Licensee”) or that owns a gas pipeline network (or any part of a gas pipeline network) or which the Authority is satisfied will engage in or is engaging in an activity that is critical to Singapore’s energy security and reliability (“Designated Entity”):

• The Designated Gas Licensee or Designated Entity must give notice in writing to the EMA if any person acquires equity interest in the licensee or the entity respectively, whether through a series of transactions over a period of time or otherwise, that would result in that person holding 5% or more but less than 12% of the total equity interest in the licensee or the entity.
• No person may, whether through a series of transactions over a period of time or otherwise, become a 12% controller, a 25% controller, a 30% controller, a 50% controller, a 75% controller or an indirect controller of a Designated Gas Licensee or a Designated Entity without obtaining the prior written approval of the EMA.
• No person may acquire as a going concern the designated businesses or part thereof conducted by the Designated Gas Licensee or Designated Entity unless the person, and the licensee, the entity or the trustee manager of the business trust (as the case may be) obtain the prior written approval of the EMA.

In determining whether to grant approval, the EMA will consider whether:

• the person acquiring the business is a fit and proper person;
• the acquisition will affect the security and reliability of the supply of the conveyance of gas to the consumers’ premises and the designated business activities will continue to be conducted prudently and in compliance with the provisions of the GAS; and
• it is in the public interest to do so.

Corporate Income Tax (CIT)

CIT is charged at a headline rate of 17% of a company’s chargeable income.

Company v partnership

A “company”, for income tax purposes, refers to a:

• business entity incorporated or registered under the Companies Act 1967;
• foreign company registered in Singapore; or
• foreign company incorporated or registered outside Singapore.

A partnership (including limited partnership and limited liability partnership) is not considered a separate legal entity for the purpose of tax computation, therefore CIT is not imposed on the partnership’s income. Rather, taxes are imposed on each partner’s share of the partnership’s income:

• Where a partner is a tax resident individual, progressive individual income tax rates apply.
• Where a partner is a “company”, a CIT rate of 17% applies.

Source of income

Regardless of where a “company” is registered or incorporated, CIT applies to:

• income accrued in or derived from Singapore (“Singapore-sourced income”); or
• income received or deemed received in Singapore from outside Singapore.

Stamp Duty

For sale of non-residential properties, the following apply:

• buyer stamp duty; and
• seller stamp duty, for industrial property.

Goods and Services Tax (GST)

GST is chargeable on all “taxable supplies”, which:

• refer to supplies of goods or services made in Singapore that are not exempt supplies under the Goods and Services Tax Act 1993; and
• can be taxed at the prevailing GST rate of 9% or zero-rated (ie, 0% rate applies).

Property Tax

This applies at a flat rate of 10% of the annual value of non-residential properties.

Withholding Tax (WHT)

WHT is generally imposed on prescribed payments that are deemed sourced in Singapore and paid to non-Singapore tax residents – eg, interest, royalties, rent for movable property and fees for management or technical assistance.

Dividends

In Singapore’s single-tier corporate tax system, dividends paid by any Singapore-resident company in respect of its shares to a foreign investor-shareholder are not taxable in the investor-shareholder’s hands. Accordingly, dividends are not subject to WHT.

Interest

Interest paid to foreign investors on FDI is subject to WHT if the interest payments are deemed as Singapore-sourced income – ie, the interest payments are, unless exceptions apply:

• borne directly or indirectly by a Singapore tax resident or Singapore permanent establishment (but not in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore); or
• deductible against any Singapore-sourced income.

WHT Rates

WHT rates for the following payments to non-Singapore tax residents are summarised below:

• dividends – 0%;
• royalties – 10%;
• interest, rent for moveable property – 15%; and
• management fees, technical assistance fees – prevailing CIT rate (ie, 17%).

Treaty Benefits and Conditions

Exemptions and reductions on WHT rates can be attained under double-tax treaties (DTTs). Generally, such treaty benefits are subject to “treaty shopping” or similar limitations, for example:

Under DTTs:

• anti-abuse clauses typically dictate that no treaty benefit may be granted if obtaining such benefit was a principal purpose of the arrangement;
• conditions require that the tax payee is a “beneficial owner” of payments made; and
• conditions require a Certificate of Residence to be submitted to the contracting state’s tax authority before a benefit is granted.

Legislation

Under the General Anti-Avoidance Rule (GAAR) set out in the Income Tax Act 1947 at s 33, 33A:

• the Comptroller of Tax must disregard or adjust arrangements that have any direct or indirect purpose or effect of tax avoidance, unless the arrangement is carried out for bona fide commercial reasons and avoidance or reduction of tax was not one of its main purposes; and
• a surcharge of 50% is imposed on any tax or additional tax imposed or adjusted pursuant to s 33, unless remitted for good cause.

As a starting point, companies must ensure that tax strategies comply with Singapore’s overarching anti-avoidance rules like the GAAR, arm’s length principles (s 34D to 34F of ITA) (“arm’s length principle”) and stamp duty anti-avoidance rules (s 33A to 33C of Stamp Duties Act 1929) (SAAR).

Common tax mitigation strategies include, inter alia:

• structuring business acquisitions as asset purchases instead of share purchases – this creates a “step up” in the purchaser’s tax base through the assets acquired, allowing for higher capital or writing-down allowances on plant, machinery or intellectual property (IP);
• “earnings stripping” with intercompany financing, where a company borrows from its affiliate – this creates room for interest expenses incurred wholly and exclusively in the production of income to be deductible under s 14(1)(a) of the ITA;
• cross-licensing of IP, where IP owned by a Singapore company is licensed for use by its subsidiaries and/or affiliates, who in turn pay royalties to it – this allows the Singapore company to qualify for deductibles arising from research and development or pioneering industry tax incentives, and tax exemptions or reductions under DTTs;
• using losses to offset future taxable income through various means, inter alia:
1. carrying forward unutilised losses under s 37(3)(a) and 37(6) of the ITA;
2. carrying back capital allowances and losses under s 37D of the ITA; and
3. obtaining group relief under s 37B of the ITA;
• obtaining tax incentives and/or exemptions:
1. incentives are available for partnerships, development and expansion, family offices and companies entering pioneer industries, among others; and
2. exemption schemes are available for qualifying newly incorporated companies for their first three consecutive years of assessment (YA) and, subsequent to these three YAs, partial tax exemptions are available for all qualifying companies.

Taxable Status of Gains From Sale or Other Disposition of FDI

Generally, gains that are capital in nature are not subject to tax, except where otherwise provided by the ITA.

Notable instances where gains from sales or dispositions of FDI are taxable are where:

• the acquisition and/or disposal of assets is considered to constitute the carrying on of a trade or business by a company – gains arising therefrom are considered as income and thus taxable; nevertheless, determining the nature of a particular gain is a fact-specific inquiry; and
• gains from the sale or disposal of foreign assets by an entity of a relevant group on or after 1 January 2024 are received in Singapore from outside Singapore – per s 10L of the ITA, such gains are treated as income chargeable to tax under s 10(1)(g) of the ITA, unless exceptions apply; s 10L applies only if the aforesaid gains:
1. would not otherwise be considered as income in nature under s 10(1) of the ITA; or
2. would otherwise be tax-exempt under the ITA.

Tax Benefits

“Blocker” corporations

There is no tax regime in Singapore that specifically targets and benefits “blocker” corporations. However, setting up an offshore or tax-exempt “blocker” corporation may allow a company to achieve several favourable outcomes, including:

• reductions or exemptions on WHT via DTTs; and
• exemptions via the foreign-sourced income exemption, wherein foreign branch profits and foreign-sourced dividends or service income remitted into Singapore are exempt from tax under s 13(8) of the ITA

“Tax-preferred” vehicles

The following types of vehicles can be considered “tax-preferred” due to their tax benefits:

• Variable Capital Companies (VCC) and Family Offices: Tax incentives under s 13O and s 13U of the ITA can apply. A VCC consisting of sub-funds is still considered a single entity for income tax purposes.
• Finance and Treasury Centre: Qualifying treasury activities may enjoy an 8% or 10% concessionary tax rate.
• Global Trader Programme: Qualifying income may enjoy a 5% to 15% tax rate.

Singapore does not impose special anti-avoidance rules only on certain types of FDI, but rather has implemented rules and requirements to deter tax evasion in respect of foreign-related and cross-border structures, a non-exhaustive list of which is set out below:

• GAAR;
• SAAR;
• ITA Provisions on Transfer Pricing (Supplemented by IRAS’ Transfer Pricing Guidelines):
1. Section 34D and Section 34E provide that if a transaction is not made at arm’s length, the Tax Comptroller may adjust income, deductions or losses.
2. Section 34F mandates certain transfer pricing documentation.
• Domestic Top-up Tax (DTT) and Multinational Enterprise Top-up Tax (MTT):
1. As of 1 January 2025, DTT and MTT were implemented to address base erosion and profit shifting (BEPS) issues.
2. DTT allows a jurisdiction to top up the tax collected from multinational enterprise (MNE) groups operating in its jurisdiction to 15%.
3. MTT allows the topping up of the tax rate imposed on a parent of an MNE group in a jurisdiction to 15% if the minimum effective tax rate on its subsidiaries in another jurisdiction is less than 15% – this enables Singapore to tax lower-taxed foreign profits of MNE group parents in Singapore.
• General requirements for entities to have economic substance to qualify for tax incentives or exemptions:
1. Fund Tax Incentive Schemes (Section 13D, 13O, 13OA and 13U of the ITA); and
2. Income Tax Advance Ruling on Adequacy of Economic Substance (Section 10L of ITA).
• country-by-country reporting; and
• disclosure on beneficial ownership of companies through its Register of Controllers.

Generally, employment matters are regulated by a combination of contractual rights, legislative protections as well as guidelines issued by the tripartite comprising the Ministry of Manpower (MOM), the National Trade Union Congress (NTUC) and the Singapore National Employers Federation (SNEF), each representing the government, the employees and the employers respectively. The tripartite guidelines do not have the force of law unless they are specifically referred to in the relevant legislation and, even if they are not mentioned, they are highly persuasive as the courts do refer to such guidelines when handing down judgments.

The employment legislative framework is largely divided into four categories, namely general employment legislation (Employment Act 1968), legislation regulating unions and collective agreements (Industrial Relations Act 1960 (IRA)), legislation regulating employment of foreign manpower (Employment of Foreign Manpower Act 1990 (EFMA)) and legislation regulating employment claims (Employment Claims Act 2016). There are also other ancillary employment-related regulations that regulate certain statutorily protected rights, such as maternity and childcare leave, as well as a compensation framework for workplace injury.

In recent years, the Singapore government has also passed legislation to ensure workplace fairness (Workplace Fairness Act 2025 (WFA)). However, it has yet to come into effect as of the date of this article.

All unions come under the umbrella of the NTUC in Singapore. As mentioned above, NTUC, MOM and SNEF operate in a tripartite manner, each representing different interest groups as stated above. Tripartism refers to the collaboration among unions, employers and the government. It is a key competitive advantage for Singapore. Tripartism has promoted harmonious labour-management relations. As a result, industrial action in Singapore is very rare. It is highly regulated under the Trade Unions Act 1940 and the Criminal Law (Temporary Provisions) Act 1955. Any industrial action carried out in a manner inconsistent with the above legislation constitutes a breach of the law and can, in certain instances, be considered a criminal offence.

In order for employees to be represented by the trade unions, the employing companies must accord recognition in accordance with the IRA. In recent years, the NTUC has been reaching out to more employers to encourage them to recognise their respective trade unions in order for the trade unions to be able to represent the employees within the companies. Trade unions may enter into collective agreements on behalf of unionised employees only after such recognition has been granted by the employer.

The scope of the terms of the collective agreement can include clauses relating to redundancy payouts, salary increments, additional non-statutory leave entitlements and management of termination as well as disciplinary procedures.

Foreign investors considering providing FDI into Singapore and investing in industries will need to consider the EFMA and the upcoming WFA, especially if the companies are looking to bring foreign employees into Singapore. Singapore generally recognises that citizens of Singapore and permanent residents of Singapore continue to form the core of the workforce in Singapore and, as a result, should be fairly considered for employment opportunities in Singapore, with foreigners as a complement. Accordingly, the laws relating to employment of foreign manpower have a variety of legislative requirements that will be required to be adhered to. Non-compliance may result in administrative fines and, more significantly, difficulties in obtaining work passes for the employment of additional foreign employees in Singapore.

Save for retirement benefits and the requirement to contribute to the Central Provident Fund (a national pension scheme), there are generally no restrictions on the types of employee compensation. More often than not, the types of compensation offered to employees will depend on the tax implications that a company may wish to consider and also the role of the employee, which can determine the nature of the remuneration. However, if there is an intention to offer shares to employees under an employee share option plan (ESOP), it is important to conduct a review to ensure that the offer of such shares to employees under the ESOP does not trigger any requirement to make an offer of shares under the Securities and Futures Act 2001. Refer to 5.2 Securities Regulation for more information.

In relation to retirement compensation, the Retirement and Re-employment Act 1993 of Singapore (RRA) mandates that when an employee is about to reach the prescribed minimum retirement age as set out in the RRA, the employer is encouraged to start discussions with the employee on possible re-employment as early as possible (but preferably not less than six months as recommended by the Tripartite Guidelines on Re-employment of Older Employees (TROE)) prior to re-employment or extension of re-employment. Currently, the prescribed minimum retirement age is 63 years old.

Where, following discussions, the employer determines that the employee’s work performance is at least satisfactory and that the employee is medically fit to continue working (unless the employer can demonstrate otherwise), the employer is required to re-employ the employee up to the prescribed maximum retirement age of 68 years old. If the employer is unable to employ the eligible employee because there is no vacancy suitable for the eligible employee despite making reasonable attempts to do so in accordance with the TROE, the employer is required to offer an employment assistance payment to the eligible employee and the computation of such amount should consider the TROE. Currently, the TROE recommends that for non-low-wage workers, the amount of employment assistance payment could be three and a half months of the last drawn gross rate of pay of the employee.

With respect to the contributions to the Central Provident Fund, this is regulated under the Central Provident Fund Act 1953 of Singapore (“CPF Act”). Under the CPF Act, both the employer and the employee (who is a citizen or a permanent resident of Singapore) will have to contribute to the Central Provident Fund and the amount of contributions by both employer and employee will vary based on the amount of salary of the employee and the age of the employee. There is also a cap on the total amount of salary to be deducted for the purpose of contributing to the CPF.

Generally, in the event of an acquisition that involves the transfer of an undertaking or part of an undertaking, the Employment Act 1968 of Singapore (EA) mandates that such transfer does not operate to terminate the employment contract of the employees who are part of the undertaking and such transfer does not break the period of continuity of the employment of such employees such that any statutory benefits and/or contractual benefits that are calculated based on the period of services shall include the period of services rendered by the employees in the transferring entity. Further, all rights, powers, duties, and liabilities of the transferring entity shall be transferred statutorily under the relevant provisions of the EA. Whilst the EA does not define what is meant by “transfer of undertaking”, the provisions of this EA usually apply where there is an amalgamation or during the sale of an entire business or parts thereof.

If the employees to be transferred are unionised, as soon as reasonable and before the transfer, there must be consultations between the transferring entity and the affected employees as well as the union representing the affected employees. If there is a collective agreement in place between the transferring entity and the affected employees prior to the transfer taking place, the collective agreement shall continue in force between the entity to which the undertaking is transferred and the trade union of the affected employees for a period of 18 months after the date of transfer or until the date of its expiry as specified in the collective agreement, whichever is later.

Other than in the case of trade unions, there is no concept of a works council in Singapore, and no separate consultation mechanism is required.

It should also be noted that, unless expressly provided for in an employee’s contract of employment or stipulated in an applicable collective agreement, there is no statutory right for employees to claim severance payments from their employer. This position also applies where, following the completion of a transfer of undertaking, the transferee entity subsequently makes certain roles redundant. Any severance or retrenchment payments are therefore generally made at the employer’s discretion, although employers are encouraged to have regard to the Tripartite Advisory on Managing Excess Manpower and Responsible Retrenchment.

Intellectual property laws in Singapore generally do not limit the ownership/control by foreign entities, with the exception that there are mandatory national security clearances required under section 34 of the Patents Act 1994, which prescribes that no person resident in Singapore may, without written authority granted by the Registrar of IPOS, file or cause to be filed outside Singapore an application for a patent for an invention unless an application for a patent for the same invention has been filed in the Registry at least two months before the application outside Singapore, and an application for a patent for the same invention has been filed in the Registry at least two months before the application outside Singapore. Section 33 gives the power to the Registrar to give directions prohibiting or restricting the publication of that information in a patent application, or its communication, to any specified person or class of persons, where the application contains information of a description notified to the Registrar by the Minister as being information the publication of which could be prejudicial to the defence of Singapore.

Singapore’s legal system is widely regarded as fast and efficient, and as one of the leading systems globally in terms of integrity and adherence to the rule of law. It is consistently recognised for its efficiency, and is ranked as the world’s second-best jurisdiction and the leading jurisdiction in Asia for IP protection, according to the World Economic Forum’s Global Competitiveness Report.

IP protection is generally accessible but it should be noted that, unlike some countries, Singapore does not have sui generis database rights and there are court decisions which indicate that there is no copyright protection in mere information or facts, and there is no explicit general recognition of copyright in AI-generated works (this remains a fact-specific assessment determined on a case-by-case basis, depending on the degree of human involvement), and there is no decision supporting the proposition that AI can be an “inventor” under the Singapore Patents Act 1994.

That said, Singapore does provide certain limited exceptions to copyright infringement in the context of training AI systems. These are set out in Part 5, Division 8 of the Copyright Act 2021, which relates to computational data analysis. It should be noted, however, that these exceptions are subject to specific qualifications, and the relevant statutory criteria must be satisfied before they can be relied upon.

Singapore has a cross-sector data protection law, the Personal Data Protection Act 2012, which applies as a baseline standard of data protection. The Act defers to other Singapore statutes/written law where a higher standard applies, by virtue of Section 4(6)(b) of the Act. There is, therefore, certain sector-specific legislation that provides certain alternative standards that apply to certain sector-specific regulated activities. By way of example, the Human Biomedical Research Act 2015 displaces the application of the PDPA in respect of human biomedical research and instead imposes an institutional review board–based regulatory framework.

The PDPA has extraterritorial scope, and contains provisions that impact the ability of organisations to transfer personal data out of Singapore. In particular, organisations are required to ensure that personal data transferred overseas is accorded a standard of protection comparable to that provided under the PDPA, with the Act prescribing specific mechanisms through which this requirement may be satisfied.

The main regulator, the Personal Data Protection Commission, is an active enforcement authority and has a consistent track record of taking action in relation to data breaches. Although the Commission is vested with discretion in determining financial penalties, it has historically exercised its powers to impose penalties at or near the statutory maximum. Since 2021, the maximum financial penalty has been increased to SGD1 million per breach or 10% of an organisation’s annual turnover in Singapore, where the organisation’s Singapore turnover exceeds SGD10 million, whichever is higher.As the penalty cap is calculated by reference to annual turnover, it may exceed the amount of any provable economic loss. It should also be noted that the PDPA confers a right of private action, allowing individuals to bring claims for personal loss suffered as a result of a data breach.