Statute Details
- Title: Corporate Service Providers (Exemptions for Banks, etc.) Order 2025
- Act / Instrument Type: Subsidiary Legislation (SL)
- Act Code: CSPA2024-S784-2025
- Authorising Act: Corporate Service Providers Act 2024 (section 34)
- Legislative Number: SL 784/2025
- Enacting Formula: Made by the Minister for Finance
- Date Made: 7 December 2025
- Commencement: 9 December 2025
- Status / Version: Current version as at 27 March 2026
- Key Provision: Section 2 (Exemptions) — provides that section 7 of the Corporate Service Providers Act 2024 does not apply to specified financial institutions and trust companies, subject to conditions
What Is This Legislation About?
The Corporate Service Providers (Exemptions for Banks, etc.) Order 2025 is a targeted exemption order made under the Corporate Service Providers Act 2024 (“CSPA”). In plain terms, it carves out certain financial institutions and licensed trust companies from a specific requirement in the CSPA—namely, the requirement in section 7 of the Act—when they provide services that fall within the statutory definition of “corporate service” to particular counterparties.
The practical driver behind this Order is regulatory coherence. Banks, merchant banks, capital markets services licence holders (for specified activities), and licensed trust companies are already subject to extensive customer due diligence (“CDD”) and related compliance obligations under Singapore’s financial services framework. The Order recognises that, in circumstances where these entities are required by the Monetary Authority of Singapore (“MAS”) to perform CDD measures, it would be duplicative or unnecessary to apply the CSPA’s section 7 regime to the same conduct.
Accordingly, the Order does not create a general “carve-out” from the Corporate Service Providers regime for all purposes. Instead, it is narrowly framed: the exemption applies only to the extent that the relevant entity provides a corporate service to a customer (or trust relevant party) and only where the entity’s provision of that service is incidental to, or connected with, its authorised business under the Banking Act 1970, the Securities and Futures Act 2001, or the Trust Companies Act 2005.
What Are the Key Provisions?
1. Citation and commencement (Section 1)
Section 1 provides the short title and commencement date. The Order is cited as the “Corporate Service Providers (Exemptions for Banks, etc.) Order 2025” and comes into operation on 9 December 2025. For practitioners, this matters because the exemption is only available for conduct occurring on or after commencement (unless the CSPA itself provides transitional rules, which are not addressed in the extract).
2. Core exemption: section 7 of the CSPA does not apply (Section 2(1))
Section 2(1) is the heart of the instrument. Subject to section 2(3), section 7 of the CSPA does not apply to the following persons when they provide specified corporate services to customers:
- a bank as defined in section 2(1) of the Banking Act 1970;
- a merchant bank as defined in section 2(1) of the Banking Act 1970; and
- a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act 2001, but only to carry on a business in fund management, real estate investment trust management, or providing custodial services.
The exemption applies in respect of “any service” that falls within paragraphs (a) to (e) of the definition of “corporate service” in section 2(1) of the CSPA, to a customer for whom the bank/merchant bank/licence holder is required—under a MAS direction issued under section 16(1) of the Financial Services and Markets Act 2022—to conduct CDD measures (however described) as specified in that direction.
3. Parallel exemption for licensed trust companies (Section 2(2))
Section 2(2) provides a corresponding exemption for licensed trust companies as defined in section 2 of the Trust Companies Act 2005. Again, subject to section 2(3), section 7 of the CSPA does not apply to a licensed trust company when it provides any corporate service (within paragraphs (a) to (e) of the CSPA definition) to a trust relevant party where the company is required, under MAS Notice TCA‑N03, to conduct CDD measures as specified in the notice.
4. Conditions and limitations: “incidental to, or in connection with” authorised business (Section 2(3))
The exemption is expressly conditional. Under section 2(3), for the exemption in both sections 2(1) and 2(2) to apply, the provision of the service must be incidental to, or in connection with a business that the entity is authorised to carry on under the relevant financial services legislation.
This condition is crucial for compliance and risk management. It prevents entities from relying on the exemption to provide corporate services that are effectively outside their regulated business scope, or that are structured in a way that is not genuinely connected to their authorised activities. In practice, counsel should assess whether the corporate service is part of the entity’s normal regulated operations (e.g., custody-related arrangements, fund management-related administrative services, or trust-company functions) rather than a separate line of business.
5. Definitions (Section 2(4))
Section 2(4) clarifies key terms used in the exemption:
- “MAS Notice TCA‑N03” refers to the direction commonly known as MAS Notice TCA‑N03 issued by MAS under section 16(1) of the Financial Services and Markets Act 2022.
- “Monetary Authority of Singapore” is defined by reference to the Monetary Authority of Singapore Act 1970.
- “trust relevant party” has the meaning given in MAS Notice TCA‑N03.
How Is This Legislation Structured?
The Order is structured in a simple, two-part format:
- Section 1 (Citation and commencement): sets out the short title and the date the Order comes into force.
- Section 2 (Exemptions): contains the substantive exemption provisions, including:
- Section 2(1): exemption for banks, merchant banks, and specified capital markets licence holders;
- Section 2(2): exemption for licensed trust companies;
- Section 2(3): common limitation requiring the service to be incidental to or connected with authorised business;
- Section 2(4): definitions of MAS Notice TCA‑N03, MAS, and “trust relevant party”.
Notably, the extract focuses on the exemption from section 7 of the CSPA. While the text provided does not reproduce section 7 itself, the drafting indicates that section 7 is a requirement that would otherwise apply to corporate service providers. The Order’s function is to specify when that requirement is not applicable to certain regulated financial institutions.
Who Does This Legislation Apply To?
The Order applies to four categories of regulated entities, but only in relation to particular services and customers:
- Banks (per Banking Act 1970 definition);
- Merchant banks (per Banking Act 1970 definition);
- Capital markets services licence holders under section 86 of the Securities and Futures Act 2001, but only when carrying on specified businesses: fund management, REIT management, or providing custodial services;
- Licensed trust companies (per Trust Companies Act 2005 definition).
For each category, the exemption is triggered only when the entity provides a service that falls within the CSPA definition of “corporate service” (paragraphs (a) to (e) of that definition) to a relevant counterparty, and where the entity is required to conduct CDD measures under MAS directions/notices issued under section 16(1) of the Financial Services and Markets Act 2022.
In addition, the exemption is limited by the “incidental to, or in connection with” condition. This means that even if an entity is within one of the listed categories, it cannot automatically assume the exemption applies to every corporate service it might provide; the service must be connected to the entity’s authorised business under the relevant financial services legislation.
Why Is This Legislation Important?
This Order is important because it clarifies how the Corporate Service Providers Act 2024 interacts with Singapore’s broader financial regulatory regime. In a compliance landscape where multiple statutes may touch similar activities—particularly around customer due diligence, onboarding, and risk management—practitioners need to know which legal obligations apply and when.
From a legal risk perspective, the exemption reduces the likelihood of “double regulation” for certain regulated institutions. If a bank or trust company is already subject to MAS directions requiring CDD measures, the CSPA’s section 7 requirement may be redundant or may impose an additional layer of obligations that are not intended by the legislative design. The Order therefore supports regulatory efficiency and helps institutions align their corporate service activities with their existing compliance frameworks.
However, the Order’s conditional nature means it is not a blanket exemption. The “incidental to, or in connection with” limitation is a potential fault line in audits and enforcement. Practitioners advising banks, merchant banks, custodians, fund managers, REIT managers, and trust companies should therefore:
- map the corporate services being provided to the CSPA definition (paragraphs (a) to (e));
- confirm the relevant MAS direction/notice applies to the specific customer or trust relevant party; and
- document how the service is incidental to or connected with the entity’s authorised business under the relevant statute.
Finally, because the Order is current as at 27 March 2026 and commenced on 9 December 2025, it should be treated as operative for ongoing compliance programmes and contractual arrangements entered into after commencement. Where corporate service arrangements straddle the commencement date, counsel should consider whether any transitional issues arise under the CSPA or related guidance.
Related Legislation
- Corporate Service Providers Act 2024 (including section 7 and section 34)
- Banking Act 1970
- Securities and Futures Act 2001 (including section 86)
- Trust Companies Act 2005
- Financial Services and Markets Act 2022 (including section 16(1))
- Markets Act 2022
- Futures Act 2001
Source Documents
This article provides an overview of the Corporate Service Providers (Exemptions for Banks, etc.) Order 2025 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.