Statute Details
- Title: Securities and Futures (Capital Markets Products) Regulations 2018
- Act Code: SFA2001-S380-2018
- Type: Subsidiary legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289) (powers conferred by section 341)
- Enacting authority: Monetary Authority of Singapore (MAS)
- Date made: 6 June 2018
- Citation and commencement: Comes into operation on 9 July 2018
- Status: Current version as at 27 Mar 2026
- Key provisions (from extract): Sections 1–5 and the Schedule (prescribed capital markets products)
- Primary legislative hooks: Securities and Futures Act, section 309B (including subsections (1), (2), (3), and definition in (10))
What Is This Legislation About?
The Securities and Futures (Capital Markets Products) Regulations 2018 (“CMPR Regulations”) are subsidiary legislation made by MAS under the Securities and Futures Act (SFA). In practical terms, the Regulations operationalise a specific part of the SFA dealing with how certain “capital markets products” are classified and how that classification affects regulatory obligations.
The extract shows that the Regulations focus on section 309B of the SFA. Section 309B is concerned with exemptions and timing rules that apply when there is a “change in the classification” of capital markets products. The CMPR Regulations therefore do two main things: (1) they carve out circumstances where certain compliance obligations under section 309B do not apply, and (2) they prescribe the time period and the classes of products that fall within the statutory definition of “prescribed capital markets products”.
For lawyers advising issuers, intermediaries, and other “relevant persons”, the Regulations matter because they can determine whether a regulatory process must be followed (or can be avoided), and how quickly parties must act after a classification change. The Schedule then becomes critical: it identifies the classes of capital markets products that MAS treats as “prescribed” for the purposes of the SFA’s definition.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward. It provides the legal name of the Regulations and confirms that they come into operation on 9 July 2018. While this is not substantive, it is important for practitioners assessing transitional questions (for example, whether a classification change or offer occurred before or after the Regulations took effect).
Section 2 (Exemption from section 309B(1) of the Act) provides an exemption for an issuer from complying with section 309B(1) in relation to an offer of any capital markets products. The exemption applies if the offer is made to one of the following categories:
- an accredited investor;
- an expert investor;
- an institutional investor; or
- any other person that is not an individual.
In plain language, section 2 recognises that offers to sophisticated or non-retail audiences may not require the same compliance steps that would apply to offers to individuals (retail investors). For counsel, the key work is factual and classification-based: confirm who the offeree is, and ensure the offer is structured and documented so that it is genuinely made to the exempt categories. If the offer is marketed or distributed in a way that could reach individuals, the exemption may not be available.
Section 3 (Exemption from section 309B(2) of the Act) is more complex and is aimed at a “relevant person” (a term defined in the SFA). Section 3(1) sets out two alternative pathways to exemption.
First pathway (section 3(1)(a)): the relevant person is exempt from complying with section 309B(2) if the offer is made to the same categories as in section 2: accredited investors, expert investors, institutional investors, or any other person that is not an individual. This mirrors the issuer exemption and again reflects a risk-based approach.
Second pathway (section 3(1)(b)): even if the offer is not simply made to those categories, exemption is available if both of the following conditions are satisfied:
- (i) the relevant person’s regulatory status falls within specified categories; and
- (ii) the offer is made in connection with the provision of a financial advisory service that is itself subject to particular exemptions under the Financial Advisers Act and the Financial Advisers Regulations.
Under section 3(1)(b)(i), the relevant person must be one of the following:
- a person licensed under the Financial Advisers Act to advise on any investment product;
- a person exempt from holding a financial adviser’s licence under specified provisions of the Financial Advisers Act (section 23(1)(a)–(e)); or
- a person who is both a representative under the SFA and a representative under the Financial Advisers Act of a person in either of the above two sub-classes.
Under section 3(1)(b)(ii), the offer must be made in connection with a financial advisory service, and the Regulations then tie the exemption to the specific exemption regimes under the Financial Advisers Regulations. The extract lists multiple sub-cases (A), (B), and (C), each with further references to particular regulations and exemptions (for example, exemptions from complying with section 27 of the Financial Advisers Act under specified regulations, or exemptions under regulation 27A(1) or 27A(2), and others).
For practitioners, the practical message is clear: section 3(1)(b) is not a general “advisers get an exemption” rule. It is a conditional exemption that depends on (a) the adviser’s licensing/exempt status and (b) the precise regulatory exemption that governs the adviser’s ability to provide the relevant financial advisory service. This means legal review should focus on the adviser’s authorisation status, the exact advisory service being provided, and the regulatory basis for any exemptions relied upon.
Section 3(2) then clarifies that “financial advisory service” has the same meaning as in section 2(1) of the Financial Advisers Act. This cross-reference is important to avoid interpretive drift.
Section 4 (Prescribed time in section 309B(3) of the Act) prescribes the time period for the purposes of section 309B(3). The prescribed time is 21 days, commencing on the date on which the change in the classification of the relevant capital markets products occurred.
This provision is likely to be operationally significant. If section 309B(3) imposes a duty to take action within a specified period after classification changes, section 4 fixes that period at 21 days. For compliance teams, the “trigger date” is the date the classification change occurred, not the date it was communicated internally. Lawyers advising on compliance processes should therefore ensure that classification-change notices are captured promptly and that internal records can evidence the relevant date.
Section 5 (Prescribed capital markets products) provides the MAS prescription mechanism for the definition of “prescribed capital markets products” in section 309B(10) of the SFA. It states that MAS prescribes the classes of capital markets products specified in paragraph 1 of the Schedule.
Although the extract does not reproduce the Schedule content, section 5 makes the Schedule the definitive list. In practice, this means that whether a product is “prescribed” will depend on the Schedule’s classification of product classes. For legal practitioners, this is often the first analytical step: identify the product type, map it to the Schedule, and then determine which section 309B obligations (and exemptions) are triggered.
The Schedule (Prescribed capital markets products) is therefore central. It is the “substantive list” that determines the scope of the SFA definition. Even where the Regulations’ operative sections appear narrow, the Schedule can materially expand or limit the universe of products affected by section 309B.
How Is This Legislation Structured?
The Regulations are structured as a short instrument with five operative sections and a Schedule.
Sections 1–4 deal with procedural and exemption mechanics: commencement (section 1), exemptions for issuers (section 2), exemptions for relevant persons (section 3), and a fixed timing rule (section 4). Section 5 then provides the link to the Schedule by prescribing the classes of capital markets products.
The Schedule contains the list of “prescribed capital markets products” (by class). This Schedule is referenced directly by section 5 and indirectly by the definition in section 309B(10) of the SFA. Practitioners should treat the Schedule as part of the core legal analysis, not as background.
Who Does This Legislation Apply To?
The Regulations apply to parties whose conduct falls within the scope of section 309B of the SFA. The extract expressly refers to two categories:
- Issuers (section 2), in relation to offers of capital markets products; and
- “Relevant persons” (section 3), in relation to offers of capital markets products.
While the extract does not define “relevant person”, it is a term used in the SFA and typically captures persons involved in the offer, distribution, or related regulated activities. The exemptions in section 3 also require the relevant person to be within specified licensing/exemption categories under the Financial Advisers Act, and to provide offers connected to financial advisory services.
In terms of offerees, the exemptions are heavily dependent on the identity of the person receiving the offer: accredited investors, expert investors, institutional investors, and non-individuals. This means that the Regulations’ practical application turns on investor classification and the legal structure of the offer.
Why Is This Legislation Important?
Although the CMPR Regulations are relatively short, they play an important role in the regulatory architecture for capital markets products. They provide targeted exemptions and a clear timing rule that can significantly affect compliance obligations when product classifications change.
From a compliance and advisory perspective, the Regulations reduce uncertainty in three ways. First, they specify when exemptions apply for issuers and relevant persons. Second, they fix the “prescribed time” at 21 days after a classification change, which helps compliance teams plan and document actions. Third, they identify the product classes that count as “prescribed capital markets products”, which is essential for determining whether the SFA’s section 309B regime is engaged at all.
For practitioners, the most important practical impact is that the exemptions are conditional and classification-driven. A lawyer advising an issuer or adviser should therefore conduct a structured analysis: (1) confirm the product class against the Schedule; (2) determine whether there has been a classification change and the date it occurred; (3) identify the relevant obligations under section 309B; and (4) assess whether the offer is made to exempt categories of investors or whether the adviser-related exemption pathway under section 3(1)(b) is available.
Related Legislation
- Securities and Futures Act (Cap. 289) — particularly section 309B (including subsections (1), (2), (3), and definition in (10))
- Financial Advisers Act (Cap. 110) — licensing and exemptions relevant to “financial advisory service” and adviser status
- Financial Advisers Regulations (Cap. 110, Rg 2) — specific exemption regulations referenced in section 3(1)(b)
- Futures Act — referenced in the provided metadata (contextual relevance to the broader regulatory framework)
Source Documents
This article provides an overview of the Securities and Futures (Capital Markets Products) Regulations 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.