Statute Details
- Title: Securities and Futures (Capital Markets Products) Regulations 2018
- Act Code: SFA2001-S380-2018
- Legislation Type: Subsidiary legislation (SL)
- Authorising Act: Securities and Futures Act (Cap. 289) (“SFA”)
- Enacting Authority: Monetary Authority of Singapore (MAS)
- Enacting Formula / Power: Made pursuant to section 341 of the SFA
- Citation and Commencement: 9 July 2018
- Key Provisions (from extract): Sections 1 to 5; Schedule
- Most Relevant Cross-References: SFA sections 309B(1), 309B(2), 309B(3), 309B(10)
- Related Legislation (from extract): Financial Advisers Act (Cap. 110); Financial Advisers Regulations (Cap. 110, Rg 2)
- Current Version Note: “Current version as at 27 Mar 2026” (per provided metadata)
What Is This Legislation About?
The Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP Regulations”) are subsidiary rules made by MAS under the Securities and Futures Act. In practical terms, the Regulations support a specific regulatory mechanism in the SFA relating to classification and offers of “capital markets products”. The extract shows that the Regulations are tightly focused: they create exemptions from compliance obligations in section 309B of the SFA, prescribe a timing requirement for certain changes, and specify which classes of capital markets products are treated as “prescribed capital markets products”.
Section 309B of the SFA (as referenced in the extract) is the legislative anchor for the CMP Regulations. While the full text of section 309B is not reproduced here, the structure of the CMP Regulations indicates that section 309B imposes compliance requirements that depend on (i) who the offer is made to, (ii) the role of the “relevant person” making the offer, and (iii) whether there has been a change in the classification of the relevant capital markets product. The CMP Regulations then carve out situations where compliance is not required, and they define the product classes that fall within the “prescribed” category.
For practitioners, the CMP Regulations matter because they can determine whether an issuer or intermediary must comply with the SFA’s section 309B regime when making offers, and because they set a concrete timeline (21 days) tied to classification changes. They also interact with the licensing and exemption framework under the Financial Advisers Act and Financial Advisers Regulations, particularly where offers are made in connection with financial advisory services.
What Are the Key Provisions?
1. Citation and commencement (Section 1)
Section 1 is straightforward: it provides the short title and states that the CMP Regulations come into operation on 9 July 2018. This is important for determining which compliance rules apply to offers made before and after commencement.
2. Exemption for issuers from section 309B(1) (Section 2)
Section 2 provides an exemption for an issuer from complying with section 309B(1) of the SFA, but only 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
- any other person that is not an individual
In plain language, where the issuer’s offer is directed to sophisticated or non-retail counterparties (as defined in the SFA framework), the issuer does not need to comply with the section 309B(1) requirement. This is a targeted “risk-based” exemption: the law assumes that these categories are less in need of the particular protection that section 309B(1) provides.
3. Exemption for relevant persons from section 309B(2) (Section 3)
Section 3 is more complex and is the heart of the Regulations. It grants a relevant person an exemption from complying with section 309B(2) in two alternative ways.
First route (Section 3(1)(a)): offer to specified investor categories
A relevant person is exempt if the offer is made to:
- an accredited investor
- an expert investor
- an institutional investor
- any other person that is not an individual
This mirrors the issuer exemption in section 2, but applies to the “relevant person” concept (which typically covers intermediaries or other actors within the SFA’s offer framework).
Second route (Section 3(1)(b)): financial advisory service pathway
Alternatively, exemption is available if both of the following conditions are satisfied:
- Condition (i): the relevant person’s regulatory status
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 under specified provisions of the Financial Advisers Act from holding a financial adviser’s licence
- 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 two preceding categories
- Condition (ii): the offer is made in connection with a financial advisory service
The offer must be made by the relevant person in connection with providing a financial advisory service. The Regulations then specify that, depending on which sub-category the relevant person falls into, the relevant person must be exempt from certain Financial Advisers Act licensing/compliance requirements under specified provisions of the Financial Advisers Regulations.
This second route is effectively a “regulatory alignment” mechanism. It recognises that where an offer is made as part of a financial advisory service, the relevant person’s compliance obligations may already be governed (or partially relieved) under the Financial Advisers regime. The CMP Regulations therefore avoid duplicative or inconsistent compliance burdens by granting an exemption from SFA section 309B(2), provided the financial adviser is operating under the relevant exemptions.
Definition of “financial advisory service” (Section 3(2))
Section 3(2) confirms that “financial advisory service” has the same meaning as in section 2(1) of the Financial Advisers Act. This cross-reference is crucial: it ensures that the scope of the exemption is tied to the statutory definition used in the Financial Advisers Act, not an informal or industry meaning.
4. Prescribed time for classification changes (Section 4)
Section 4 prescribes a specific timing requirement for the purposes of section 309B(3) of the SFA. It states that the prescribed time is 21 days commencing on the date on which the change in the classification of the capital markets product concerned occurred.
For practitioners, this is a concrete operational rule. If section 309B(3) requires some action (for example, notification, disclosure, or compliance adjustment) upon a classification change, the CMP Regulations specify that the relevant period is 21 days from the classification change date. The phrase “commencing on the date on which the change… occurred” suggests the clock starts at the point of change, not when the issuer or intermediary becomes aware of it—so counsel should ensure internal processes can identify classification changes promptly.
5. Prescribed capital markets products (Section 5 and the Schedule)
Section 5 provides that, for the purposes of the definition of “prescribed capital markets products” in section 309B(10) of the SFA, MAS prescribes the classes of capital markets products specified in paragraph 1 of the Schedule.
Although the extract does not reproduce the Schedule’s list of classes, the legal effect is clear: the Schedule determines which product classes are captured by the “prescribed” definition. This matters because section 309B’s obligations and exemptions likely apply differently depending on whether the product is within the prescribed classes. In practice, lawyers must obtain and review the Schedule’s actual content to confirm whether a particular instrument (or category of instrument) is included.
How Is This Legislation Structured?
The CMP Regulations are structured in a compact, functional way:
- Section 1 sets out citation and commencement.
- Sections 2 and 3 create exemptions from different limbs of section 309B of the SFA: section 2 for issuers (section 309B(1)) and section 3 for relevant persons (section 309B(2)).
- Section 4 prescribes a time period (21 days) relevant to section 309B(3).
- Section 5 delegates the “prescribed capital markets products” list to the Schedule.
- The Schedule contains the classes of capital markets products that MAS prescribes for the statutory definition in section 309B(10).
Who Does This Legislation Apply To?
The Regulations apply to parties involved in offers of capital markets products and to those who must comply with (or are exempt from) section 309B of the SFA. In particular, section 2 addresses issuers, while section 3 addresses a broader category of “relevant persons”.
Section 3 also shows that the exemption can depend on the relevant person’s status under the Financial Advisers Act (licensed advisers, exempt persons, and certain representatives). Accordingly, the CMP Regulations are most relevant to issuers, financial intermediaries, and financial advisers/representatives who make offers in connection with advisory services, especially where the offer is directed to accredited, expert, or institutional investors, or to non-individual persons.
Why Is This Legislation Important?
First, the CMP Regulations provide certainty about when section 309B compliance is not required. For counsel advising on offer documentation, distribution strategy, and regulatory workflows, the exemptions in sections 2 and 3 can materially affect the compliance burden and the risk profile of a transaction.
Second, the Regulations reduce regulatory duplication by linking the SFA offer framework to the Financial Advisers regime. The detailed conditions in section 3(1)(b) reflect a legislative intent to ensure that where an offer is made as part of a financial advisory service—and the adviser is operating under specified exemptions—section 309B(2) should not impose additional requirements that would conflict with the Financial Advisers Act/Regulations.
Third, the prescribed 21-day timeline in section 4 is operationally significant. Classification changes can occur due to product restructuring, regulatory reclassification, or changes in how a product is treated under the SFA framework. The 21-day period informs internal compliance calendars and can drive the timing of notices, updates, or remedial steps required by section 309B(3).
Related Legislation
- Securities and Futures Act (Cap. 289) — particularly section 309B (including subsections 309B(1), 309B(2), 309B(3), and 309B(10))
- Financial Advisers Act (Cap. 110) — definitions and licensing/exemption provisions referenced in section 3
- Financial Advisers Regulations (Cap. 110, Rg 2) — specific regulations referenced for exemptions from compliance (e.g., regulations 18A, 28, 31, 32B, 34, and others as set out in section 3)
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.