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 Formula / Maker: Monetary Authority of Singapore (MAS)
- Date Made: 6 June 2018
- Citation and Commencement: Comes into operation on 9 July 2018
- Key Provisions (from extract): Sections 1–5; notably section 2, section 3, section 4, and section 5
- Schedule: “Prescribed capital markets products” (classes specified in paragraph 1 of the Schedule)
- Status (as provided): Current version as at 27 Mar 2026
What Is This Legislation About?
The Securities and Futures (Capital Markets Products) Regulations 2018 (“CMPR Regulations”) are subsidiary legislation made under the Securities and Futures Act (SFA). In practical terms, the Regulations support the SFA’s framework for regulating offers of “capital markets products” and, crucially, for determining when certain regulatory obligations apply or do not apply.
Although the extract is brief, it shows the Regulations are tightly focused on one central SFA concept: section 309B of the SFA, which deals with the classification of capital markets products and the consequences of changes in that classification. The CMPR Regulations provide (i) exemptions from compliance with specified subsections of section 309B, (ii) a prescribed time period relevant to the operation of section 309B(3), and (iii) the classes of capital markets products that MAS “prescribes” for the definition in section 309B(10).
In plain language, the Regulations help answer three practitioner questions. First, who can offer capital markets products without having to comply with certain section 309B requirements?
Second, when a product’s classification changes, how long does the relevant “window” last for the purposes of section 309B(3)?
Third, which categories of capital markets products count as “prescribed capital markets products” under the SFA definition—so that the correct regulatory regime is triggered.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward. It confirms the Regulations are the “Securities and Futures (Capital Markets Products) Regulations 2018” and that they come into operation on 9 July 2018. For practitioners, this matters for determining whether obligations and exemptions apply to offers or events occurring before that date.
Section 2 (Exemption from section 309B(1) of the Act) provides a targeted exemption for an issuer. The issuer is exempt from complying with section 309B(1) in relation to an offer of any capital markets products if the offer is made to one of the following categories of persons:
- an accredited investor;
- an expert investor;
- an institutional investor; or
- any other person that is not an individual.
This is a classic “sophisticated investor” style exemption. The policy rationale is that these categories are presumed to have greater ability to understand risks and to access information, reducing the need for certain investor-protection measures that would otherwise apply to retail investors (individuals).
Section 3 (Exemption from section 309B(2) of the Act) is more complex and is likely the most operationally significant provision in the extract. It exempts a “relevant person” from complying with section 309B(2) in relation to an offer of capital markets products, but only if one of two pathways is satisfied.
First pathway (section 3(1)(a)): the exemption applies if the offer is made to any of the same categories as in section 2—accredited, expert, institutional investors, or any other person that is not an individual. This mirrors the issuer exemption and again reflects the “non-individual / sophisticated” approach.
Second pathway (section 3(1)(b)): the exemption applies if both of the following conditions are satisfied:
- Condition (i): the relevant person is within a defined set of regulated or exempted persons connected to financial advisory services. Specifically, the relevant person must be:
- a person licensed under the Financial Advisers Act to advise on any investment product;
- or a person exempt under specified provisions of the Financial Advisers Act from holding a financial adviser’s licence; or
- or a person who is both a representative under the SFA definition and a representative under the Financial Advisers Act definition of such a person.
- Condition (ii): the offer is made by the relevant person in connection with the provision of a financial advisory service (as defined in the Financial Advisers Act), and the relevant person must be exempt from complying with specified licensing/holding requirements under the Financial Advisers Regulations, depending on which sub-category applies (A), (B), or (C).
Practically, section 3(1)(b) is designed to prevent regulatory duplication or friction between the SFA’s section 309B regime and the Financial Advisers Act regime. It recognises that where a person is already operating within the financial advisory ecosystem—either as a licensed adviser or as a person exempted from licensing—then the relevant section 309B(2) compliance obligations may be unnecessary or inappropriate, provided the offer is made in the course of that advisory service and the adviser’s regulatory status fits the specified exemption matrix.
Section 3(2) clarifies that “financial advisory service” has the same meaning as in section 2(1) of the Financial Advisers Act. This cross-reference is important for interpretation: practitioners should not rely on a lay meaning of “advisory service”, but instead apply the statutory definition used in the Financial Advisers Act.
Section 4 (Prescribed time in section 309B(3) of the Act) prescribes a specific 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 capital markets product concerned occurred.
This provision is likely to be critical in compliance planning. If a product’s classification changes, the law creates a defined “21-day” period that triggers or affects the operation of section 309B(3). Lawyers advising issuers, distributors, or advisers should therefore implement processes to (i) detect classification changes promptly and (ii) calculate the 21-day window accurately from the legally relevant event date.
Section 5 (Prescribed capital markets products) provides the MAS prescription 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.
While the extract does not reproduce the Schedule’s list, section 5 makes clear that the Schedule is the authoritative source for which product classes fall within the definition. For practitioners, this means that any analysis of whether a particular product is a “prescribed capital markets product” must be anchored in the Schedule rather than assumptions about product type.
The Schedule is titled “Prescribed capital markets products” and is referenced as containing the classes specified in paragraph 1. In practice, the Schedule will be the document section lawyers must consult when advising on classification-based obligations and exemptions.
How Is This Legislation Structured?
The CMPR Regulations are structured as a short set of operative provisions followed by a Schedule.
Sections 1–4 are procedural and exemption-related: they set commencement (section 1), provide exemptions from section 309B(1) (section 2) and section 309B(2) (section 3), and prescribe a time period relevant to section 309B(3) (section 4). Section 5 then links the Regulations to the SFA definition by prescribing the relevant product classes via the Schedule.
The Schedule contains the substantive list of “prescribed capital markets products” classes. This is the key interpretive component for determining whether a given capital markets product is within the scope of the SFA’s definition as implemented by these Regulations.
Who Does This Legislation Apply To?
The Regulations apply to parties whose conduct falls within the SFA’s section 309B framework. Based on the extract, there are at least two relevant categories of persons:
- Issuers (for section 309B(1) exemptions under section 2); and
- “Relevant persons” (for section 309B(2) exemptions under section 3), which includes persons making offers and, in the advisory-service pathway, persons licensed or exempt under the Financial Advisers Act and their representatives.
In terms of offer recipients, the exemptions are heavily tied to whether the offer is made to accredited investors, expert investors, institutional investors, or non-individual persons. Where the advisory-service pathway is used, the offer must be connected to a financial advisory service and the relevant person must satisfy the specified licensing/exemption conditions under the Financial Advisers Regulations.
Why Is This Legislation Important?
For practitioners, the CMPR Regulations matter because they operationalise the SFA’s section 309B regime. Section 309B is not merely theoretical; it affects how offers are structured, what compliance steps are required, and how classification changes are managed.
First, the exemptions in sections 2 and 3 can materially reduce compliance burdens for issuers and intermediaries when offers are made to sophisticated or non-individual investors. This can influence deal structuring, marketing and distribution strategies, and documentation—particularly where an issuer or distributor wants to rely on the exemption rather than undertake full compliance with section 309B(1) or (2).
Second, section 4’s 21-day prescribed time period is a compliance “clock”. Lawyers should treat this as a trigger for internal governance: classification changes must be monitored, and any required actions under section 309B(3) must be completed within the prescribed timeframe. Failure to do so could expose parties to regulatory risk.
Third, section 5 and the Schedule ensure that product classification analysis is grounded in MAS-prescribed categories. In disputes or regulatory inquiries, the question “is this product a prescribed capital markets product?” will often be determinative. The Schedule is therefore a critical reference point for legal advice and for preparing compliance evidence.
Related Legislation
- Securities and Futures Act (Cap. 289) — especially section 309B and section 341
- Financial Advisers Act (Cap. 110) — especially definitions and licensing/exemption provisions referenced in section 3
- Financial Advisers Regulations (Cap. 110, Rg 2) — regulations referenced in section 3 for exemption pathways
- Futures Act (mentioned in metadata as related legislation)
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.