Singapore in Numbers

A report by the London Stock Exchange Group noted a 3.2% increase in Singapore M&A value to USD35.2 billion for the first half of 2025, though mega deals over USD5 billion were rare. Instead, mid-sized deals (USD1-3 billion) rose, particularly in digital infrastructure, banking, and renewable energy. Notable transactions included several tech-sector acquisitions and an increasing presence of AI- and digital infrastructure-themed deals. The digital economy’s contribution also continues to expand, representing SGD128.1 billion, or 18.6% of Singapore’s GDP in 2024, with growth outpacing overall GDP and contributions from diverse industries beyond pure tech.

Deal values have remained robust, buoyed by a wave of megadeals, especially in the technology sector, in spite of the challenges from tariffs and geopolitical tensions. Investors are still pursuing strategic transactions in sectors aligned with long-term growth and global megatrends.

Singapore’s Technology M&A market has shown resilience amid global headwinds, with a rise in mid-sized deals across AI, digital infrastructure, data centres, fintech, and sustainability. The city-state remains a favoured hub for capital and regional headquarters, strengthened by diversified trade agreements and a strong regulatory environment. Streamlined compliance and transparent processes further boost its appeal for cross-border investments.

To this end, on 7 January 2025, the Johor-Singapore Special Economic Zone (JS-SEZ) Agreement was signed. The JS-SEZ is a strategic collaboration between Singapore and Malaysia aimed at driving cross-border growth and attracting global investment, particularly in sectors such as manufacturing, aerospace and healthcare. It is envisaged that Johor will be an important investment, trade, and innovation hub in Southeast Asia.

New start-ups based in Singapore typically incorporate a private company in the country. Some South-East Asian start-ups incorporate a Singapore private company to function as the holding company and use the Singapore company to conduct fundraising, with wholly-owned or majority owned (depending on the jurisdiction’s shareholding or foreign investment restrictions) subsidiaries incorporated in the relevant countries to conduct operations. This is due to the ease of access to debt and equity funding in Singapore, given the exponential growth in the number of family offices – as well as private equity and venture capital funds ‒ setting up in the country.

Requirements

The process of incorporating a private company can be completed in as little as one day, as electronic filings are made with the Accounting and Corporate Regulatory Authority of Singapore (ACRA). However, prior to the incorporation, corporate secretarial providers require the directors and shareholders to prepare certain documents, including KYC checks. Post-incorporation, in addition to the electronic register of members, companies are also required to privately maintain a register of registrable controllers (RORC). The RORC sets out information about the company’s controllers, including:

• their names and identifying details; and
• information on their citizenship or place of registration (in the case of legal entities).

Companies are required to privately maintain a register of nominee shareholders (RONS) containing the prescribed particulars of the nominee shareholders and their nominators. Further, enhanced measures have been introduced for cases where there is no registrable controller or the entity is unable to identify the registrable controller, requiring them to identify individuals with executive control as their registrable controllers.

Foreign companies may be exempted from the requirements to maintain registers of members, registrable controllers (RORC),and nominee shareholders (RONS), provided they meet certain prescribed conditions. These exemptions are designed to streamline compliance for foreign entities which are listed or regulated in their home countries, reflecting ongoing efforts to reduce administrative burdens.

The minimum paid-up capital required to incorporate a private company is SGD1 (or its equivalent in foreign currency). However, regulatory and licensing conditions in specific industries may impose a higher paid-up capital requirement. In that connection, the government operates a one-stop business licensing portal (GoBusiness Singapore), which makes it easy and efficient for businesses to apply for licences relevant to their business activities.

For start-ups, private companies limited by shares are the most commonly incorporated entities in Singapore owing to the advantage of a separate legal personality which insulates founders and investors from the business. Investors, advisers and service providers are also most familiar with private companies limited by shares, allowing for ease of administration at the early stages of growth.

Other options available to start-ups include companies limited by guarantee, general partnerships, limited partnerships, limited liability partnerships and variable capital companies. However, these have other specific uses and are not generally relied upon by entrepreneurs with the latter structures more commonly utilised in fund formation structures.

The profile of seed investors in early-stage financing varies, as it includes friends and family and angel/seed investors at the seed stage, and family offices and venture capital financing (both foreign and local venture investors) at the series A stage and beyond. There is no particularly dominant source of financing.

Sovereign wealth funds may take stakes in start-ups, even in the early stages, if their business or technology would fulfil a national goal (eg, food security, financial services, health and technological innovation). Government-sponsored funds may provide early-stage financing through matching investments (either debt or equity) with certain venture capital investors.

Other forms of government support include the enterprise financing scheme and grants to fund operating costs and projects. However, government support and sponsorship are usually conditional on certain requirements being fulfilled, such as:

• nationality requirements for ownership; and
• a focus on certain areas (eg, advanced manufacturing, medical technology, agriculture/food technology).

Investments and government grants are well documented through subscription agreements, debentures and warrants. These investments are private contracts and are usually kept confidential.

Venture capital from both foreign and local venture investors is readily available. Investments by government-linked corporations are also common and available. With regards to foreign venture capital funds, there is keen interest from investors globally (including those from Asia, Europe and the USA).

Law firms in Singapore tend to be experienced in handling the various types of documentation typically used for venture investments in start-ups, such as subscription agreements and shareholders’ agreements. Depending on the transaction structure, option agreements and warrant agreements can be entered into to meet the commercial objectives of the investment.

A Typical Investment

A typical investment would involve the investor(s) subscribing to shares using a subscription agreement, and the shareholders of the start-up company entering into a shareholders’ agreement to govern the rights of the investors. Shares subscribed to by investors are typically preference shares, which confer additional rights over ordinary shares ‒ for example, conversion rights and dividend and liquidation preferences.

VIMA Documentation

For early-stage investments, investors and founders may consider using venture capital investment model agreements (VIMAs), a model documentation set governed by Singapore law that aims to reduce the transaction costs and time taken in negotiations.

Start-ups typically continue to remain in the same corporate form. One restriction Singapore-incorporated private companies need to be aware of should they wish to remain private is the limit on the number of shareholders, which is 50 (subject to certain exceptions). Singapore-incorporated private companies typically convert to a public company (which has no restrictions on the number of shareholders) prior to an IPO, or where they have more than 50 shareholders.

There has also been an uptick in inversions – ie, when start-ups primarily based in other Asian jurisdictions restructure to become a Singapore holding company. However, the converse is also occurring: a number of Indian start-ups, including some in Singapore, have been embarking on “reverse flips” to redomicile their bases back to India. This strategic move back home is aimed at tapping into India’s capital markets.

Investors in start-ups are generally open to both options, and these are drafted accordingly in the transaction documents for venture capital investments. If a listing is chosen, Singapore-based start-ups have several options for securities exchanges, including Singapore, Hong Kong and New York. If a trade sale occurs, it is not uncommon for Singapore-based start-ups to be acquired by foreign buyers looking to gain quick access to the regional market or to bolster their technology and IP assets.

The Singapore Exchange (SGX) is one option for Singapore companies looking to raise capital and list on an exchange. Other common options include the Australian Securities Exchange, the Stock Exchange of Hong Kong, the New York Stock Exchange (NYSE) and Nasdaq.

The SGX tends to attract companies based in traditional sectors such as property and manufacturing. Technology companies, on the other hand, have mostly chosen to list on foreign exchanges, owing to the better valuations available.

With regard to Singapore-incorporated companies, there is presently a squeeze-out under the Companies Act 1967 of Singapore (the “Companies Act”). This applies to all Singapore-incorporated companies by law, irrespective of their choice of listing jurisdiction.

While considerations for the type of sale process differ in each situation, bid processes are increasingly favoured for the sale of relatively large venture capital-financed companies ‒ and this ostensibly helps with price discovery.

There have also been several instances in which the business partners of targets, having worked with the founders and management team for a number of years, have initiated bilateral acquisitions.

In a trade sale (as opposed to an IPO), it is more typical for the existing venture capital investors to make a clean exit. As trade sales are typically entered into by the buyer for strategic reasons, it is not common for other venture capital investors to remain as shareholders in a company that is the target of a trade sale.

Most transactions are done on a cash basis.

However, where the transaction involves the founders or management remaining in the target company to work in a certain capacity, it is possible for these individuals to either have a cash earn-out imposed on them, or to receive earn-out shares from the buyer as part of the purchase consideration ‒ particularly when the buyer is a public or soon-to-be public company.

Founders are commonly expected to provide representations and warranties – and in certain cases indemnities – to a buyer. Although the use of an escrow holdback depends on the particular risks identified by the buyer during the course of its due diligence, this is not generally seen in Singapore transactions because most venture capital investors would want a clean exit. (Indeed, most would need a clean exit, in order to wind up the fund and provide returns to their limited partners (LPs))

Warranty and indemnity insurance (more commonly known as “W&I insurance”) is increasingly popular in Singapore, especially for larger transactions involving private equity and venture capital investors who want to ensure a clean exit from their investment with little or no residual liability.

In an economic climate where there is a price-valuation gap between the buyer and founders looking to exit, earn-out mechanisms are commonly employed in order to bridge the valuation gap.

Spin-Offs

Spin-offs involving the sale of assets or the sale of shares of a subsidiary company are possible. The usual considerations in relation to an asset sale apply, thereby allowing the buyer to choose the assets it acquires and leave the rest of the assets and liabilities with the seller. Tax and regulatory considerations on the part of both the seller and buyer are also relevant when parties are structuring the transaction.

Sale of Shares

Generally, the sale of shares is a more straightforward process, which enables a buyer to take over an entire business with minimal impact on the business operations. As historical liabilities are inherited, the warranties and indemnities for a share sale are typically heavily negotiated. In a share sale, sellers are expected to provide:

• warranties in relation to the company and the business; and
• specific indemnities for known liabilities and for other potential breaches.

It is common to provide an indemnity or tax covenant that specifically covers tax issues ‒ with a different limit on the indemnified amount and the time period in which to make a claim against a seller.

Depending on the structure of the transaction and the profile of the seller and buyer, various forms of taxes apply.

Stamp Duty

In the case of the sale of a private company to a third-party buyer, instruments relating to shares in a Singapore-incorporated company and immovable property are subject to stamp duty.

Stamp duty is payable in relation to the transfer of shares in a private company incorporated in Singapore. In practice, the most common instrument (document) attracting stamp duty under the First Schedule to the Stamp Duties Act 1929 of Singapore is the share transfer form.

Unless it is contractually agreed between the parties, the buyer is liable to pay the stamp duty.

Typically, shareholders of the parent company that will receive shares in the spun-off company are liable to pay stamp duty. Stamp duty relief may be applicable in instances where the shares are transferred between associated entities. However, one of the main conditions required for a relief application is valuable consideration for the transfer of shares. Where the shares in the spun-off company are distributed to shareholders of the parent company without valuable consideration, stamp duty relief is unlikely to apply.

In relation to asset transfers, buyer’s stamp duty is payable by the buyer for documents executed for the transfer or sale and purchase of immovable property located in Singapore. The buyer’s stamp duty is calculated based on either the actual consideration paid or the market value of the property (whichever is higher).

As with the stamp duty payable for the transfer of shares, the responsibility to pay the stamp duty in an asset sale is on the buyer but can be contractually allocated.

No stamp duty is payable where new shares are issued and allotted to the subscribers. Hence, spin-offs that are structured to involve minimal transfers of shares or assets would reduce the liability to pay stamp duty at the corporate and shareholder level.

Goods and Services Tax (GST)

Generally, GST is charged at the prevailing rate by GST-registered businesses on all sales of goods and services in Singapore. However, in a transfer of a business as a going concern (TOGC), the transfer of the assets can be treated as an excluded transaction, and GST is not chargeable ‒ provided certain conditions are met. The buyer (if it is a GST-registered entity) may claim input tax for the GST incurred on certain expenses relating to the TOGC.

The GST rate is currently set at 9%.

Tax Considerations for the Buyer and Seller

Depending on the tax residency of the buyer and seller, the asset or share purchase may be treated as revenue or capital. Generally, there is no capital gains tax in Singapore. The issue of calculating the balancing allowance or balancing charge may also arise when fixed assets (on which capital allowances have previously been claimed) are involved in an asset purchase. Factors such as allowances and exemptions should be considered by each party, and it is common for tax advisers to be engaged by both the seller and the buyer in a transaction.

A spin-off followed by a business combination is possible in Singapore and, although there is no fixed structure through which it may be effected, one option is to use a scheme of arrangement pursuant to Section 210 of the Companies Act. A scheme of arrangement requires the approval of the majority of the target company’s current shareholders, representing at least 75% of the value of the voting shares, either in person or by proxy.

If the company is listed or regulated, this must be done in line with the relevant legislation and listing rules.

The timing of a spin-off depends on the transaction structure and the time needed to obtain consent and fulfil the required conditions, which are particular to each transaction.

While a tax ruling is not mandatory, parties may apply to the Comptroller of Income Tax (or GST) for an advance ruling in order to ascertain how a proposed arrangement will be treated for tax purposes. An advance ruling only applies to the applicant and the particular arrangement that is the subject of the ruling. The Comptroller is legally bound to apply the tax treatment detailed in the advance ruling to the person and the arrangement stated in the ruling for the duration of the period in which the ruling is valid.

The Singapore Code on Takeovers and Mergers (the “Takeover Code”) is issued by the Monetary Authority of Singapore (MAS) and applies to takeovers of:

• corporations and business trusts with a primary listing in Singapore;
• Singapore-incorporated companies or Singapore-registered business trusts with a primary listing overseas;
• real estate investment trusts; and
• unlisted public companies and unlisted registered business trusts with (i) more than 50 shareholders or unit-holders and (ii) net tangible assets (NTAs) of SGD5 million or more.

In the context of an acquisition of a public company to which the Takeover Code applies, a buyer is not prohibited from building a stake in the target company prior to making an offer. However, the buyer would generally be subject to substantial shareholder disclosure obligations, which require the substantial shareholder to disclose to the target company (in a prescribed form) when the following occur:

• the shareholder becomes or ceases to be a substantial shareholder of the company (a “substantial shareholder” is a person who has an interest of at least 5% in the total voting shares in a target company); and
• there is a change in the percentage level of interests in the voting shares of the target company.

Under the Takeover Code, unless a waiver is obtained from the SIC, a mandatory offer must be made to all shareholders of a target company in either of the following situations:

• when a buyer acquires shares (aggregated with the shares held or acquired by persons acting in concert with the buyer) that carry 30% or more of the voting rights of the company; or
• when a buyer (together with persons acting in concert with the buyer) holds between 30% and less than 50% of the voting rights in a company and, within any six-month period, the buyer (or any person acting in concert with the buyer) acquires additional shares carrying more than 1% of the voting rights.

The following transaction structures are typically used for the acquisition of a public company in Singapore.

General Offers

Essentially, takeovers can be either mandatory (ie, when the buyer is obliged to do so under the Takeover Code) or voluntary (ie, when they occur in the absence of such obligation). An offer can or ‒ in the case of a mandatory offer ‒ must be for either:

• all the outstanding voting capital of the target company; or
• only part of the target company’s outstanding voting capital (by way of a partial takeover offer).

Different rules apply to the different types of offers, as detailed elsewhere in this chapter.

Schemes of Arrangement

A scheme of arrangement is a court process that allows a company to agree on matters with shareholders, including an agreement to transfer shares to a bidder in exchange for cash or other forms of consideration. The process is target company-driven ‒ that is, the target company makes the application to the court – and is thus dependent on a co-operative target company.

As mentioned in 5.3 Spin-Off Followed by a Business Combination, a scheme of arrangement requires a majority of the shareholders to be present and voting (either in person or by proxy) at a meeting, representing at least 75% in value of the shares voted at the meeting to approve it before an application can be made to the court for sanction. Once an order sanctioning the scheme has been issued by the court and lodged with the ACRA, it binds all the target company’s shareholders – irrespective of whether they attended the meeting and how they voted.

Generally (but with some exceptions), a scheme of arrangement involving a public company is also subject to the Takeover Code and the scheme document, which is effectively the circular to shareholders to seek their approval for the scheme of arrangement, will need to be cleared with SGX. However, the SIC may ‒ subject to conditions – exempt the scheme from specific provisions of the Takeover Code.

Acquisitions involving public companies typically involve cash offers, which may not necessarily be unique to the technology industry. Depending on the form of the acquisition structure (as further elaborated on elsewhere in this chapter), different types of consideration may be permitted.

Mandatory General Offer

A mandatory general offer must be made in cash – or be accompanied by a cash alternative ‒ in an amount no less than the highest price paid by the offeror (or any person acting in concert with the offeror) for voting rights in the target company both:

• during the offer period; and
• within the six months prior to its commencement.

Voluntary Offer

In respect of a voluntary offer, the consideration can be in the form of cash or securities (or a combination thereof) in an amount no less than the highest price paid by the offeror ‒ or any person acting in concert with the offeror – for voting rights in the target company both:

• during the offer period; and
• within the three months prior to its commencement.

Rules Under the Takeover Code

Notwithstanding the foregoing, the Takeover Code contains a rule that requires offers to be in cash or accompanied by a cash alternative if:

• the offeror and its concert parties have bought for cash ‒ during the offer period and within the six months prior to its commencement ‒ shares of any class under offer in the target company carrying 10% or more of the voting rights of that class; or
• the SIC is of the view that a cash offer is necessary.

In such cases, the offer price must be no less than the highest price paid by the offeror and its concert parties for shares in the target company during the offer period and within six months prior to its commencement.

Conditions may be imposed regarding antitrust considerations in order to make the offer subject to approval by the Competition and Consumer Commission of Singapore (CCS) and, where applicable, foreign regulators. Other conditions may be included, subject to the consent of the SIC, but such conditions should be generally objective and reasonable.

Mandatory Offer

A mandatory offer must be conditional upon the buyer receiving acceptances that would result in the buyer (and parties acting in concert with the buyer) holding more than 50% of the voting rights in the target company.

Voluntary Offer

A voluntary offer must be conditional upon the buyer receiving acceptances that would result in the buyer (and parties acting in concert with the buyer) holding more than 50% of the voting rights in the target company.

The buyer must obtain approval from the SIC in order to:

• impose a condition requiring a higher level of voting rights in the target; or
• impose other conditions.

These conditions must be objective in nature and cannot depend on the subjective interpretation or judgment – nor lie in the hands – of the buyer.

A pre-conditional voluntary offer may be used if a firm intention to make an offer has been announced, subject to the fulfilment of certain pre-conditions. As with the mandatory offer, such conditions must be objective and reasonable.

Partial Offer

All partial offers require the prior consent of the SIC. Consent will normally be given for a partial offer that will not result in the offeror (and parties acting in concert with the offeror) holding 30% or more of the voting rights in the target company. Consent will not be given for offers for between 30% and 50%. Consent will not be given for offers for more than 50% of the voting rights unless a number of conditions are met, including the offer being made conditional upon the approval of the target company’s shareholders.

In typical public takeover scenarios, where a buyer wishes to acquire a target company by way of a general offer (whether mandatory, voluntary or otherwise), there is no requirement for the buyer to enter into a transaction agreement with the target company.

In the context of a scheme of arrangement, an implementation agreement is typically entered into between the buyer and the target company in order to set out:

• the terms and conditions under which the transaction will be implemented;
• the conditions precedent to the implementation of the scheme;
• representations and warranties, and undertakings; and
• certain prescribed occurrences that would permit either the buyer or the target company to terminate the implementation agreement (subject to the consent of the SIC).

As described in 6.5 Common Conditions for a Takeover Offer/Tender Offer, mandatory general offers are conditional upon the buyer receiving acceptances that would result in the buyer (and the parties acting in concert with the buyer) holding more than 50% of the voting rights in the target company.

For voluntary offers, the offer may be conditional upon receipt of a higher level of acceptance (with the consent of the SIC). A higher threshold of 90% is typically set when the buyer is seeking to privatise the target through the use of the compulsory acquisition mechanisms described in 6.8 Squeeze-Out Mechanisms.

Under the Companies Act, the power of compulsory acquisition arises where a scheme or contract involving the transfer of all the shares (or all the shares in any particular class) in the target company to the offeror has been approved within four months of the offer by the holders of no less than 90% of the total number of shares involved in the transfer.

Private Takeovers

For private takeovers, a financing condition is subject to negotiations between the buyer and the seller; however, it is not typically included in transaction documentation.

Public Takeovers

For public takeovers, the firm intention to undertake an offer requires an unconditional confirmation by the buyer’s financial adviser (or by another appropriate third party) that the buyer has sufficient resources available to satisfy full acceptance of the offer. As such, an offer cannot be conditional upon the buyer obtaining financing, and provisions for “certain funds” will typically be included in financing documents entered into in connection with the offer.

Deal protection measures in private takeovers are a matter of negotiation between the buyer and the counterparty.

Where the Takeover Code applies, the target company’s duty under the Takeover Code is to not undertake any deal protection mechanism without the shareholders’ approval if such mechanism could effectively result in any bona fide offer being frustrated or the target’s shareholders being denied an opportunity to decide on the offer’s merits.

The Takeover Code does however allow for deal protection measures such as break fees to be negotiated and paid if certain specified events occur; however, the SIC will need to approve the break-fee provisions. The break fee must comply with certain safeguard provisions under the Takeover Code.

Other deal protection mechanisms (eg, non-solicitation provisions) may be possible and are more commonly seen in public takeovers involving schemes of arrangements where the target company’s board is:

• supportive of the buyer’s offer; and
• prepared to convene a scheme meeting in order to table the buyer’s offer.

However, on 5 May 2025, the SIC issued a consultation paper proposing significant amendments to the Singapore Code on Take-overs and Mergers, which proposes a general prohibition on offer-related arrangements (such as break fees, exclusivity, implementation/bid conduct agreements) except in limited, justified circumstances (see 8. Recent Legal Developments).

In the context of a public takeover offer, no additional rights are granted to a shareholder by reason of a significant shareholding. A bidder may seek to nominate and vote for its preferred directors of the target company’s board, subject to the directors having the appropriate qualifications required under listing rules and other applicable laws and regulations.

In the context of a scheme of arrangement, it is not uncommon to obtain irrevocable commitments from the target company’s significant shareholders to accept (or vote in favour of) the offer in order to enhance deal certainty.

It is possible for such undertakings to specify circumstances that then cease to be binding ‒ for example, where a better offer is made and it is a matter of negotiation between the significant shareholder and the bidder. The irrevocable commitment must be disclosed at the time of the offer announcement and will need to be made available for inspection.

Whether the offer needs to be approved by the SIC or the SGX will depend on the nature and structure of the takeover offer. Consultation and/or approval must be sought from the SIC prior to the takeover offer’s launch in certain situations specified in the Takeover Code, including:

• where the offer will be carried out by way of a scheme of arrangement;
• where the offer has unusual conditions or is conditional on a high level of acceptance;
• where there are special deal arrangements that benefit certain shareholders but not others; and
• where the review period depends on the nature and complexity of the transaction in question.

As mentioned in 6.5 Common Conditions for a Takeover Offer/Tender Offer, conditions that can only be fulfilled based on the subjective interpretation or judgment of the bidder ‒ or that lie in the bidder’s hands – will not be allowed.

The Takeover Code prescribes certain timelines for an offer. The following represents a typical timetable for an offer (which does not apply in the context of a scheme of arrangement). 

• From the date of an announcement of an offer (“T”), the earliest date that the offeror can post the offer document (a requirement under the Takeover Code) is T + 14 days (and no later than T + 21).
• Assuming the offer document was posted on T + 14 days, the offer must be open for at least T + 42 days ‒ given that an offer must be open for at least 28 days following the date on which the offer document is posted.
• An offer would usually be closed on T + 74 days because an offer cannot be kept open for more than 60 days following the date on which the offer document is posted – unless the offer has previously become unconditional as regards acceptance.

In a competitive offer, the competing offeror must either announce a firm intention to make an offer or make a “no intention to bid” statement within 53 days of the date on which the first offeror posted its initial offer document (ie, T + 67 using the above-mentioned timetable). Where the first offeror’s offer is being implemented by way of a scheme of arrangement, or an amalgamation, the aforementioned deadline for the potential competing offeror to clarify its intention would normally be no later than seven days before the shareholders’ meeting to approve the relevant scheme or amalgamation.

Consequently, the timeline of the offer may be extended as well. If a competitive situation still exists at a later stage of the offer process – and if no procedure has been agreed between the competing offerors, the board of the target company and the SIC – an auction procedure, as prescribed in the Takeover Code, would typically be announced.

If regulatory approvals are required as part of a takeover offer, they would typically be obtained prior to the firm intention to make the offer – given that there could be uncertainty surrounding whether the regulatory approvals may be obtained within the offer timetable. A bidder can announce a pre-conditional offer if the announcement of a firm intention to make an offer is subject to the fulfilment of certain regulatory pre-conditions. The announcement must specify a reasonable period in which the pre-conditions must be fulfilled or, failing which, the offer will lapse.

The Takeover Code prescribes specific situations in which pre-clearance from the CCS would be required with regard to competition laws. The offer would lapse in certain situations if approval from the CCS is not obtained.

There are generally no requirements to incorporate and operate a technology company. However, licensing requirements would be relevant if the company is involved in specified industries.

Some of the more common industries and relevant regulatory bodies that companies in the technology sector typically encounter are:

• cybersecurity services – Cybersecurity Agency of Singapore (CSA);
• financial services (including electronic money (or e-money), account issuance money transfer, digital payment tokens, money-changing and capital markets services) – MAS;
• insurance (including direct insurance, reinsurance, general insurance and insurance broking) – MAS;
• telecommunications (including internet access, mobile networks and web hosting) – Infocomm Media Development Authority;
• broadcasting – Infocomm Media Development Authority;
• food and agriculture – Singapore Food Agency (SFA); and
• life sciences and healthcare – Health Sciences Authority (HSA).

The length of time needed to obtain a licence varies widely across the various regulatory bodies and depends on the nature of the licence sought.

The SIC is the regulator that supervises takeovers and mergers of public companies, as well as the Takeover Code. The SGX administers the listing rules applicable to public companies.

Competition law concerns relating to the Competition Act 2004 of Singapore are regulated by the CCS, and the MAS administers the Securities and Futures Act 2001 of Singapore (the “Securities and Futures Act”).

Furthermore, depending on the industry in which the target company operates, it may be necessary to obtain the approval of the relevant government agencies ‒ given that statutes may limit or require prior regulatory approval for share ownership in certain regulated companies (eg, those in the insurance, media, banking and finance industries).

There are generally no restrictions on foreign investment – except in certain regulated sectors (see 7.1 Regulations Applicable to a Technology Company and 7.4 National Security Review/Export Control) – that limit or require prior regulatory approval for control or share ownership in regulated companies, especially where these companies are critical to national interests.

There is generally no requirement to register or report:

• the investment of foreign capital;
• foreign loans; or
• foreign technology agreements.

The Significant Investments Review Act 2024 (SIRA) and its related subsidiary legislation, the Significant Investments Review Regulations 2024 and the Significant Investments Review (Reviewing Tribunal) Rules 2024, came into force on 28 March 2024. SIRA sets out a new investment regime to regulate significant investments, both local and foreign, into entities that are critical to Singapore’s national security interests. As of 31 May 2024, the Minister for Trade and Industry (the “Minister”) has identified and designated nine entities as critical to Singapore’s national security interests, which must notify or seek approval from the authorities for ownership or control changes, among other changes. Further, the Minister now has “calling-in” powers to review transactions, within a two-year period, involving an entity that was not designated as critical but has acted against Singapore’s national security interests. The authors’ view is that the government is unlikely to expand this list without careful consideration of the impact that enhanced regulatory controls might have on tech M&A investments.

Additionally, general sectoral-based regulatory and licensing approvals continue to remain in place. Certain licences incorporate a licence review and approval process where there is a change in control or ownership. The licensing authorities involved depend on the nature of the business conducted.

Apart from general obligations relating to international sanctions laws and other international obligations, there are generally no export control regulations.

The relevant provision under the Competition Act is Section 54, which prohibits mergers that have resulted – or may be expected to result – in a substantial lessening of competition (SLC) within any market in Singapore. As a guide, the CCS considers that an SLC is unlikely to arise post-merger unless:

• the “merged entity” has a market share of 40% or more; or
• the “merged entity” has a market share of more than 20%, and the post-merger combined market share of the three largest firms (CR3) in the market(s) is 70% or more.

Antitrust Filing Requirements

Antitrust filings in takeover offers/business combinations in Singapore are voluntary, as Singapore has adopted a voluntary merger regime. Although Singapore has a voluntary regime, the CCS takes a strict stance and, where the indicative thresholds are crossed or at the borderline, it strongly recommends (or even mandates) that a notification is made or else the CCS may investigate the merger. The CCS has done so on several occasions in the past.

Guidelines on the Competition Act

The CCS has published guidelines that outline the conceptual, analytical and procedural framework applied by the CCS when administering and enforcing the Competition Act in Singapore.

Two key sets of changes that are particularly relevant were those made to the CCS Guidelines on the Substantive Assessment of Mergers and the CCS Guidelines on Merger Procedures.

The CCS Guidelines on the Substantive Assessment of Mergers sets out the analytical framework that the CCS applies when assessing M&A and are intended to aid parties in conducting a self-assessment.

The CCS Guidelines on Merger Procedures sets out a description of the CCS’ procedures when applying the Competition Act to mergers.

Parties to a merger or acquisition are encouraged to refer to the guidelines and conduct a self-assessment prior to completion of a M&A transaction.

CCS Investigation

If an investigation by the CCS determines that the merger results in an SLC, the CCS may impose on the parties any direction that it believes will bring this infringement to an end, including orders to:

• divest part of the assets;
• unwind the merger; and/or
• financial penalties of up to 10% of the infringing parties’ turnover in Singapore for the period of the infringement (up to a maximum of three years).

The CCS may also issue interim measures as it investigates a merger, including a direction preventing the parties from implementing their proposed merger.

The TMS Code

The Infocomm Media Development Authority of Singapore (IMDA) issued the Code of Practice for Competition in the Provision of Telecommunication and Media Services (the “TMS Code”), which took effect on 2 May 2022. The M&A provisions found in Section 10 of the TMS Code require parties seeking to enter into M&A transactions to submit requests or consolidation applications in certain defined situations. Where the IMDA concludes that a proposed request or consolidation is likely to result in a SLC or is against public interest, the IMDA will:

• reject the request or consolidation application; or
• impose appropriate conditions.

Buyers involved in the acquisition of a business undertaking (as opposed to a share transaction) should note that the Employment Act 1968 of Singapore provides the following.

• All the seller’s rights, powers, duties and liabilities in connection with the affected employees are transferred to the buyer. As a consequence, the buyer will become liable for all acts or omissions in respect of the employee prior to the transfer. Likewise, the employee will become liable to the buyer for any acts and omissions committed by them in respect of the seller prior to the transfer. However, the liability of any person for having committed a criminal offence prior to the transfer is not affected by ‒ and does not transfer as a result of ‒ these provisions.
• There must be no break in employment during the transfer, and the past years of service with the seller need to be recognised by the buyer for the purposes of calculating any compensation or benefits linked to the duration of service.
• The terms and conditions of service for the employee will be the same as those enjoyed by them immediately prior to the transfer, but this does not preclude the buyer and the affected employees from negotiating changes to their contracts. If new terms are proposed by the buyer for the purposes of harmonisation with other local employees, then the compensation and benefits offered must – on balance – be no less favourable than the terms of employment prior to the transfer.

Due Diligence

Given the transfer of liability to the buyer, it is imperative that due diligence in respect of employment matters is conducted thoroughly in order to uncover any related liabilities, and that appropriate indemnities are extracted from the seller where necessary.

Duties to Employees and Their Union

The affected employees and their union must be informed of the impending transfer of employment within a reasonable time prior to the transfer of the business undertaking – unless the timeframe for the consultation process is otherwise stipulated in the existing collective agreement between the union and the seller.

Where the target company has a unionised workforce, it would be prudent to analyse the union agreement in order to assess the impact of the transaction thereon.

In transactions where there are intentions to make employees redundant, the retrenchment process should be carefully managed in line with guidance from the Singapore Ministry of Manpower (MOM) to minimise the impact on the future operations of the target company. It is mandatory for employers with at least ten employees to notify the MOM of the retrenchment of any employee.

Foreign Employees

Post-acquisition, buyers should also be aware of the regulations concerning the hiring of foreign employees. There are specific quotas and levies for the hiring of certain categories of work permit-holders (ie, semi-skilled migrant workers), which vary depending on the industry sector involved.

While the hiring of those who hold employment passes (generally professionals, managers and executives) is not subject to any specific quotas, businesses are expected to implement fair and progressive workplace policies and maintain a healthy balance of both local and foreign hires.

As of 2024, the MOM has expressly stated that non-Singapore entities wanting to engage an individual in Singapore who is not a Singapore national or permanent resident may no longer engage an employer of record (EOR) to sponsor the individual for a work permit. Such a change indicates that non-Singaporean entities will have to venture into other options when employing and sponsoring foreign talent.

There are no foreign exchange or currency restrictions in Singapore, and no central bank approval is required for M&A transactions.

Singapore’s Model Governance Framework for Generative AI

Singapore, a leader in AI governance, launched the Model Governance Framework for Generative AI to address the unique risks and opportunities posed by generative AI. This framework builds on earlier AI governance efforts and incorporates feedback from global stakeholders.

The framework aims to balance innovation with user protection, guiding responsible development and deployment of generative AI. It is not legally binding but sets out principles that may inform future standards.

Singapore is also co-developing the Digital Forum of Small States Playbook with Rwanda, tailored for small states to address AI governance challenges. The playbook aims to foster collaboration and guide secure AI adoption in small states.

Singapore Budget 2025: Extension of M&A Scheme

The Mergers & Acquisitions (“M&A”) Scheme permits a Singapore company that acquires ordinary shares of another company, subject to specific conditions, to receive certain tax benefits. Under this scheme:

• an M&A allowance is provided to the acquiring company on a straight-line basis over five years. The allowance rate is 25% of the acquisition value, with a maximum cap of USD10 million for all qualifying share acquisitions within the basis period for each year of assessment. For qualifying share acquisitions made on or after 1 April 2016, the acquisition value cap is USD40 million; and
• a double tax deduction is available for transaction costs incurred on completed qualifying share acquisitions, subject to a maximum expenditure cap of USD100,000.

The M&A Scheme, initially set to end on 31 December 2025, has been extended until 31 December 2030.

Good Governance

On 29 May 2025, the MAS announced that the Corporate Governance Advisory Committee (CGAC) will review the Code of Corporate Governance (CG Code) to enhance governance practices and disclosures among listed companies, complementing the Equities Market Review Group’s work. The CGAC will consult industry stakeholders on improving the CG Code’s practical implementation, including:

• providing tailored guidance for companies of varying sizes and industries; and
• considering updates on corporate culture, board effectiveness and risk management in emerging areas such as AI to strengthen board capabilities.

Take-Over Code

Additionally, the SIC announced on 5 May 2025 a consultation on proposals in its “Consultation Paper on Revision of the Singapore Code on Take-overs and Mergers” to update regulations in light of developments in other jurisdictions, such as Hong Kong and the UK, since the 2019 revision. Proposed changes include prohibiting deal protection measures (except in limited cases), expediting M&A processes to prevent unnecessary delays, codifying requirements for offerors making holding announcements, such as matching indicative prices and adhering to a 28-day PUSU deadline, and clarifying shareholder meeting information on frustrating actions, including independent advice, SIC consultation, and timely shareholder communications. Finalised amendments, once issued, are expected to take effect following publication, with transitional considerations typically addressed in SIC guidance.

It is up to the directors of the target company to allow any disclosure regarding the conduct of due diligence, in accordance with their duty to act in the target company's best interests. The level of information and documents provided will depend on the nature of the transaction and the due diligence process conducted.

Although the general framework for due diligence in tech M&A remains largely the same, areas such as cybersecurity, data privacy, data protection and regulatory compliance are now standard parts of the process. These subjects, once seen as optional, are now routinely considered because they are increasingly important in today’s regulatory and digital landscape.

Tech M&A transactions often involve intangible assets such as software and SaaS platforms, as well as companies that handle significant volumes of personal data, for example, those in e-commerce or online education. Penalties for violations of cybersecurity and data protection laws have increased recently, leading parties to acknowledge that these issues can be deal breakers in tech M&A. Moreover, with the rise of AI companies and services in Singapore, due diligence now also covers topics such as AI governance and risks related to infringement and data loss arising from the use of AI technologies.

Disclosure Restrictions

For Singapore-listed companies,  a target company’s continuing disclosure requirements as prescribed by the SGX listing rules continue to apply and the company must announce any information known to it or any of its subsidiaries or associated companies which is necessary to avoid the establishment of a false market in its securities or would be likely to materially affect the price or value of its securities. The target company would also have to note insider dealing considerations under the Securities and Futures Act when considering whether to disclose non-public material price-sensitive information. Price-sensitive information (including forward-looking statements or projections) will not typically be produced as part of the due diligence exercise ‒ unless the target company is willing to disclose such information publicly prior to the completion of the transaction in question.

Sharing of Information

If there is a competing bid, the Takeover Code requires that any information given to one bidder must be provided equally and promptly to any other bona fide bidder upon request.

The data protection laws of Singapore (comprising the Personal Data Protection Act 2012 (PDPA) and other industry-specific regulatory frameworks such as the Banking Act 1970 of Singapore and the Insurance Act 1966 of Singapore) generally prohibit the disclosure of personal data without consent. However, the PDPA contains an exception that allows for disclosure of personal data solely for purposes related to a business asset transaction. This so-called “business asset transaction” exception is defined widely to include both share and business/asset acquisitions and mergers and amalgamations; nonetheless, it is subject to limitations and imposes certain obligations on both the potential buyer and seller. The Personal Data Protection Commission has launched the Guide on Personal Data Protection Considerations for Blockchain Design to help organisations with blockchain adoption, setting out principles and considerations on complying with the PDPA when deploying blockchain applications that process personal data.

The Singapore Exchange Regulation (SGX RegCo) has also published the Cyber Incident Response Guide to provide guidance on the best practices, which are pertinent to helping issuers listed on the Singapore Exchange Securities Trading Limited as well as SGX members strengthen their cyber-risk management strategies and practices. The Guide aims to set out considerations and good practices for companies to refer to in preparing and operationalising their own cyber incident response plans, and to adapt these considerations and good practices as necessary to meet their own requirements.

The Takeover Code requires absolute secrecy before an announcement of a takeover offer is made. Information relating to a bid should only be passed to another person when it is necessary to do so, and that person should be made aware of the need for secrecy. A list containing persons privy to the information will need to be maintained and provided to the SGX upon request.

Generally, a prospectus is not required for a takeover made in accordance with the Takeover Code.

There is no requirement for the listing of the buyer’s shares on a specified exchange, either local or overseas. The buyer’s shares can also be in an unlisted company. However, under the Takeover Code, certain offers are required to have a cash alternative or to be in cash only. The SGX listing rules also require a cash alternative to be the default alternative, provided that the target is seeking to delist from the SGX.

Under the Takeover Code, the offer document must contain specified information on the offeror ‒ regardless of whether the offer consideration is in cash or stock. This information includes:

• details of turnover;
• exceptional items;
• net profit or loss before and after tax;
• minority interests;
• net earnings per share and net dividends per share; and
• a statement of the assets and liabilities shown in the most recent published audited accounts.

In a stock-for-stock transaction (or securities exchange offer), additional information relating to the offeror’s shareholdings will need to be included in the offer document.

Public companies are required to adopt the Singapore Financial Reporting Standards (International), which are Singapore’s equivalent of the International Financial Reporting Standards.

Copies of all public announcements and all documents that have a bearing on a public takeover transaction must be lodged with the SIC at the time when they are made or dispatched.

In a business combination, directors have fiduciary duties under common law and statutory duties under the Companies Act. Generally, under Singapore law, directors’ duties are to act in good faith and in the best interests of the company. In addition, the Companies Act provides that directors should consider:

• the interests of the company’s employees generally;
• the interests of its members; and
• the rulings of the SIC on the interpretation of the Takeover Code’s principles and rules.

Duties Under the Takeover Code

Directors have an obligation under the Takeover Code to ensure compliance with the code. Every director of the target company has an obligation to fulfil their duties under the Takeover Code, even if conducting the offer is delegated to individual directors or a committee of directors.

Furthermore, directors have a duty to obtain competent advice on any offer and make such advice known to their shareholders.

Although it is common for the executive directors of the target company to take a more active role in managing the takeover process, all directors have an obligation to ensure compliance with the Takeover Code during the process. Although it is not necessary for boards to establish special or ad hoc committees in order to address conflict-of-interest issues, it is becoming increasingly common – especially in the case of management buyouts.

Depending on the structure of the transaction (and whether the offer is an unsolicited offer), the board of a target company may not necessarily be involved in negotiating a takeover offer. Apart from schemes of arrangement, target companies in Singapore do not typically enter into implementation agreements or conduct bid agreements for takeover offers.

However, as mentioned in 6.10 Types of Deal Protection Measures, the Takeover Code does specifically provide that the board of the target company may solicit for a competing offer or run a sale process – given that a better offer is in the interests of the target company’s shareholders and would still allow shareholders to consider the merits of the first offer.

It is not common for shareholders in a target company to challenge the recommendation of its directors with regard to the advice and recommendations of the independent financial adviser appointed to advise on the offer. However, shareholder activism has been on the rise in recent times when it comes to takeovers of public companies.

Where the Takeover Code applies, the target company’s board must obtain competent independent advice on all offers (including schemes of arrangement), except in certain limited circumstances. The advice must be made known to the target company’s shareholders in the target company’s circular to shareholders and the directors of the target company who are regarded as independent for the purposes of the offer must provide their recommendation of the offer. Furthermore, the SGX listing rules provide that ‒ where the target company is seeking to delist from the SGX ‒ the issuer must appoint an independent financial adviser to:

• advise on the exit offer; and
• assess whether the exit offer is fair and reasonable.

The target company must issue a circular for the shareholders’ consideration, in which the following are published:

• the analysis of the independent financial adviser;
• the opinion of the financial adviser on the offer; and
• the recommendations of the directors who are considered independent for the purposes of the offer.