Statute Details
- Title: Financial Services and Markets (Composition of Offences) Regulations 2023
- Act Code: FSMA2022-S504-2023
- Legislation Type: Subsidiary legislation (SL)
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Authorising Act: Financial Services and Markets Act 2022 (FSMA 2022)
- Key Enabling Provisions: Section 192 read with section 177 of FSMA 2022
- Commencement: 14 July 2023
- SL Number: SL 504/2023
- Status: Current version as at 27 Mar 2026
- Key Provisions (from extract):
- Regulation 1: Citation and commencement
- Regulation 2: Compoundable offences
What Is This Legislation About?
The Financial Services and Markets (Composition of Offences) Regulations 2023 (“Composition Regulations”) is a short but practically important set of rules made under the Financial Services and Markets Act 2022 (“FSMA 2022”). Its core function is to identify which offences under FSMA 2022 may be “compounded” by the Monetary Authority of Singapore (MAS).
In plain language, “composition” is a regulatory mechanism that allows certain offences to be resolved without going through the full criminal process. Instead of prosecution, MAS may accept a composition sum (a financial penalty) from the person alleged to have committed the offence. This can save time and cost for both the regulator and the regulated party, while still ensuring accountability.
These Regulations do not create new substantive offences. Rather, they operate as a gateway rule: they specify the category of FSMA 2022 offences that are eligible for composition—namely, offences punishable with a fine only (including continuing offences). The detailed composition procedure is governed by FSMA 2022 itself, particularly section 177, which provides the legal framework for composition.
What Are the Key Provisions?
Regulation 1 (Citation and commencement) is straightforward. It provides the official name of the Regulations and states that they come into operation on 14 July 2023. For practitioners, this matters because composition eligibility and procedural steps depend on the law in force at the relevant time.
Regulation 2 (Compoundable offences) is the substantive provision in the extract and the heart of the Regulations. It states that any offence (including a continuing offence) under FSMA 2022 that is punishable with a fine only may be compounded by MAS in accordance with section 177 of the Act.
This formulation has several practical legal consequences:
- Eligibility is offence-specific and penalty-specific. The Regulations do not make all FSMA 2022 offences compoundable. Only those offences that are punishable with a fine only qualify.
- Continuing offences are expressly included. A continuing offence is one where the wrongdoing persists over time (for example, an ongoing breach). The Regulations confirm that such offences can also be compounded, provided the offence meets the “fine only” criterion.
- MAS discretion is preserved through the reference to section 177. Even if an offence is within the category described in Regulation 2, composition is still “may be compounded” (not “must be compounded”). The actual decision and process are governed by FSMA 2022.
For lawyers advising regulated entities, the key interpretive exercise is therefore to map the alleged conduct to the relevant FSMA 2022 offence provision and then determine the statutory penalty. If the offence carries only a fine, it falls within the Regulations’ compoundable category. If the offence carries imprisonment or other non-fine punishments, the Regulations (on their face) would not make it compoundable.
Interaction with FSMA 2022 section 177 is critical. Regulation 2 does not set out the mechanics of composition (such as how MAS initiates it, how the composition sum is determined, or the legal effect of composition). Those matters are instead handled by section 177 of FSMA 2022. The Regulations therefore function as a “scope” rule—identifying which offences are eligible—while FSMA 2022 provides the “procedure” rule.
Practical note on continuing offences. Because Regulation 2 expressly includes continuing offences, parties should consider how MAS may treat the duration of the breach when assessing the composition sum or the factual basis for the offence. Even where the offence is continuing, the “fine only” requirement remains the threshold for eligibility.
How Is This Legislation Structured?
The Composition Regulations are extremely concise and consist of an enacting formula and two regulations:
- Regulation 1: Citation and commencement (14 July 2023).
- Regulation 2: Compoundable offences (offences under FSMA 2022 punishable with a fine only, including continuing offences).
There are no additional parts, schedules, or detailed procedural provisions in the extract provided. The Regulations are designed to be read together with FSMA 2022—particularly the composition framework in section 177—so that the eligibility rule in Regulation 2 can be applied through the procedural and legal consequences set out in the parent Act.
Who Does This Legislation Apply To?
These Regulations apply to persons alleged to have committed offences under FSMA 2022 that meet the “fine only” criterion. In practice, FSMA 2022 offences can involve a range of regulated and non-regulated actors, depending on the specific offence provision (for example, persons subject to licensing or regulatory requirements, corporate officers, or other parties whose conduct falls within the statutory offence definitions).
The Regulations themselves do not limit the class of persons by reference to licensing status or role. Instead, applicability is determined by the offence under FSMA 2022 and its statutory penalty. Accordingly, a practitioner should focus on (1) identifying the precise FSMA 2022 offence provision engaged, and (2) confirming that the offence is punishable with a fine only. If both conditions are met, MAS has the power to compound the offence under section 177.
Why Is This Legislation Important?
Although the Composition Regulations are short, they have meaningful consequences for enforcement strategy and dispute resolution in Singapore’s financial services regulatory environment. Composition provides an alternative to prosecution for certain offences, enabling MAS to resolve matters more efficiently while maintaining deterrence.
From a compliance and litigation perspective, the Regulations offer a practical pathway for early resolution. When an alleged breach is potentially criminal in nature under FSMA 2022, the ability to compound can influence how a regulated entity responds—such as whether to engage early with MAS, how to present remediation efforts, and how to manage reputational and operational risk.
For practitioners, the Regulations also sharpen legal analysis. Because eligibility turns on whether the offence is “punishable with a fine only,” counsel must carefully review the penalty provisions in the relevant FSMA 2022 offence section. This is not merely academic: it determines whether composition is legally available and therefore whether the matter can be resolved outside court.
Finally, the explicit inclusion of continuing offences is significant. Many regulatory breaches may involve ongoing conduct (for example, persistent non-compliance with reporting or conduct requirements). By confirming that continuing offences can be compounded (subject to the “fine only” requirement), the Regulations reduce uncertainty for both MAS and regulated entities about whether composition is available for breaches that span a period of time.
Related Legislation
- Financial Services and Markets Act 2022 (FSMA 2022) — particularly:
- Section 177 (composition framework)
- Section 192 (power to make subsidiary legislation, as referenced in the enacting formula)
- Markets Act 2022 (listed in provided metadata; note that the Composition Regulations are made under FSMA 2022 as per the enacting formula)
Source Documents
This article provides an overview of the Financial Services and Markets (Composition of Offences) Regulations 2023 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.