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 Instrument No.: S 784/2025
- Enacting Authority: Minister for Finance
- Date Made: 7 December 2025
- Commencement: 9 December 2025
- Status: 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 in specified circumstances
What Is This Legislation About?
The Corporate Service Providers (Exemptions for Banks, etc.) Order 2025 (“the Order”) is a targeted exemption instrument made under the Corporate Service Providers Act 2024 (“CSPA 2024”). In plain terms, it carves out certain banks, merchant banks, licensed capital markets services licence holders (for specified activities), and licensed trust companies from the operation of a particular requirement in the CSPA 2024—namely, section 7—when they provide certain “corporate services” to customers.
The practical driver behind the Order is regulatory coherence. Singapore’s financial sector already faces extensive customer due diligence (CDD) and related obligations under the financial services regulatory framework. The Order recognises that where a financial institution is already required by the Monetary Authority of Singapore (MAS) to conduct customer due diligence measures, the additional CSPA 2024 requirement in section 7 would be unnecessary or duplicative for the relevant corporate service activity.
Accordingly, the Order does not broadly exempt all corporate service activity by the listed institutions. Instead, it limits the exemption to services that fall within the statutory definition of “corporate service” and only where the institution’s provision of those services is incidental to, or in connection with, its authorised business and where the CDD measures are required by MAS directions/notices.
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 for determining whether the exemption applies to conduct occurring on or after that date.
2. Core exemption: section 7 of the CSPA 2024 does not apply (section 2(1))
Section 2(1) is the main operative clause. Subject to section 2(3), section 7 of the CSPA 2024 does not apply to a bank, a merchant bank, or a holder of a capital markets services licence granted under section 86 of the Securities and Futures Act 2001 (“SFA 2001”)—but only in respect of a narrow set of circumstances.
The exemption applies when these entities provide a service that falls within paragraphs (a) to (e) of the definition of “corporate service” in section 2(1) of the CSPA 2024 to a customer. The key condition is that the institution must be required, under any direction issued to it by MAS under section 16(1) of the Financial Services and Markets Act 2022 (“FSMA 2022”), to conduct customer due diligence measures (however described) as specified in the direction.
In other words, the exemption is linked to the existence of a MAS direction requiring CDD measures. The Order is not premised on whether the institution actually performed CDD in a particular case; rather, it is premised on whether the institution is required under MAS directions to conduct CDD measures of the type specified.
3. Exemption for licensed trust companies (section 2(2))
Section 2(2) extends the same structural exemption to a different category: a licensed trust company as defined in the Trust Companies Act 2005. Again, subject to section 2(3), section 7 of the CSPA 2024 does not apply to the licensed trust company when it provides a corporate service (within the relevant definition) to a “trust relevant party”.
The condition is that the licensed trust company is required, under MAS Notice TCA‑N03, to conduct customer due diligence measures (however described) as specified in the notice. This mirrors the bank/merchant bank/licence holder limb in section 2(1), but uses the trust-company-specific MAS notice framework rather than MAS directions under FSMA 2022.
4. Incidental/connection requirement (section 2(3))
Section 2(3) is a crucial limiting provision. For the exemption to apply under both section 2(1) and section 2(2), the provision of the corporate service must be incidental to, or in connection with, a business that the institution is authorised to carry on under the relevant financial sector legislation—namely, the Banking Act 1970, the SFA 2001, or the Trust Companies Act 2005 (as the case may be).
This requirement prevents the exemption from being used as a general “regulatory bypass” for activities that are not truly part of the institution’s authorised business. Practically, a lawyer advising an institution should assess whether the corporate service activity is operationally and commercially connected to the institution’s regulated activities (for example, fund management, custodial services, or trust-related services) rather than a standalone corporate services business.
5. Definitions and interpretive support (section 2(4))
Section 2(4) defines key terms used in the exemption:
- “MAS Notice TCA‑N03” is defined as the direction commonly known as MAS Notice TCA‑N03 issued by MAS under section 16(1) of FSMA 2022.
- “Monetary Authority of Singapore” is defined by reference to the Monetary Authority of Singapore Act 1970.
- “trust relevant party” has the meaning given by MAS Notice TCA‑N03.
These definitions help practitioners anchor the exemption to specific MAS instruments and terminology used in the trust company compliance regime.
How Is This Legislation Structured?
The Order is short and structured around two provisions:
Section 1 (Citation and commencement) sets the legal identity and effective date of the Order.
Section 2 (Exemptions) contains the substantive exemption. It is drafted in a layered manner:
- Section 2(1) addresses banks, merchant banks, and specified capital markets services licence holders.
- Section 2(2) addresses licensed trust companies.
- Section 2(3) imposes a common limiting condition (incidental/connection to authorised business).
- Section 2(4) provides definitions for interpretive clarity.
Who Does This Legislation Apply To?
The Order applies to four categories of regulated entities, but only in relation to the provision of corporate services within the CSPA 2024 definition and only where the exemption conditions are met.
First, it applies to a bank and a merchant bank as defined in section 2(1) of the Banking Act 1970, and to a holder of a capital markets services licence granted under section 86 of the SFA 2001 to carry on specified activities: fund management, real estate investment trust management, or providing custodial services.
Second, it applies to a licensed trust company as defined in the Trust Companies Act 2005.
In each case, the exemption is conditional on the institution being required under MAS instruments (directions under FSMA 2022 for banks/licence holders; MAS Notice TCA‑N03 for trust companies) to conduct customer due diligence measures, and on the corporate service being incidental to or connected with the institution’s authorised business under the relevant sector legislation.
Why Is This Legislation Important?
This Order is significant because it clarifies how the Corporate Service Providers Act 2024 interacts with the existing financial regulatory framework. For banks, merchant banks, custodial/fund management licence holders, and licensed trust companies, the exemption reduces the risk of overlapping compliance obligations—particularly where MAS already requires CDD measures for the relevant customer relationships.
From an enforcement and compliance perspective, the Order provides a structured pathway for institutions to determine when section 7 of the CSPA 2024 is inapplicable. While the extract does not reproduce the text of section 7 itself, the exemption’s drafting indicates that section 7 imposes a requirement that would otherwise apply to corporate service providers. The Order therefore functions as a legal “gatekeeper” that limits the reach of that requirement for specified regulated entities in specified contexts.
For practitioners, the most important practical work is eligibility analysis:
- Identify the entity type (bank/merchant bank, specified SFA licence holder, or licensed trust company).
- Confirm the corporate service category falls within paragraphs (a) to (e) of the CSPA 2024 definition of “corporate service”.
- Verify the MAS CDD requirement exists—either via MAS directions under FSMA 2022 (for banks/licence holders) or via MAS Notice TCA‑N03 (for trust companies).
- Assess the “incidental or in connection with” link to the institution’s authorised business. This is often the most fact-sensitive element.
Finally, the Order supports regulatory proportionality. By exempting institutions already subject to robust CDD obligations, it helps ensure that the CSPA 2024 regime focuses on corporate service activities where the CDD framework is not already embedded in the financial sector’s licensing and supervisory requirements.
Related Legislation
- Corporate Service Providers Act 2024
- Banking Act 1970
- Securities and Futures Act 2001
- Markets Act 2022
- Financial Services and Markets Act 2022
- Trust Companies Act 2005
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.