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)
- Enacting authority: Monetary Authority of Singapore (MAS)
- Enacting formula / power: Made under section 341 of the Securities and Futures Act
- Citation and commencement: Comes into operation on 9 July 2018
- Status: Current version as at 27 March 2026
- Key provisions (from extract): Sections 1–5; Schedule (classes of “prescribed capital markets products”)
- Notable cross-references: Securities and Futures Act, section 309B; Financial Advisers Act (Cap. 110); Financial Advisers Regulations (Cap. 110, Rg 2)
What Is This Legislation About?
The Securities and Futures (Capital Markets Products) Regulations 2018 (“CMPR Regulations”) are a focused set of subsidiary rules made by MAS to support the operation of section 309B of the Securities and Futures Act (the “SFA”). In practical terms, the Regulations deal with how certain offers and certain changes in classification of capital markets products interact with regulatory obligations under the SFA.
Although the extract is short, it performs three legally significant functions. First, it creates exemptions from compliance with section 309B(1) and section 309B(2) of the SFA for specified categories of investors and specified categories of “relevant persons” (including regulated financial advisers and certain exempt advisers). Second, it specifies a prescribed time period for the purposes of section 309B(3) of the SFA—namely, a 21-day period tied to when a change in product classification occurs. Third, it identifies the classes of capital markets products that are treated as “prescribed capital markets products” for the purposes of the SFA definition in section 309B(10).
In plain language, the Regulations help determine (i) when the law does not require certain compliance steps, (ii) how long a relevant process runs after a classification change, and (iii) which types of products fall within the “prescribed” bucket. For practitioners, the key is that these rules are not about general licensing or market conduct; rather, they are about targeted procedural and definitional mechanics around section 309B.
What Are the Key Provisions?
Section 1 (Citation and commencement) is straightforward: it provides the formal name and confirms that the Regulations come into operation on 9 July 2018. For legal work, this matters when assessing whether obligations or exemptions apply to offers made before or after that date, and when determining the applicable regulatory regime for historical transactions.
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, but only if the offer is made to specified categories of persons. The exempt categories are:
- accredited investors
- expert investors
- institutional investors
- any other person that is not an individual
Practically, this means that where an issuer structures an offer to fall within these investor categories, the issuer may avoid the specific compliance step in section 309B(1). For counsel, the legal work typically involves confirming (a) the identity and status of the offeree, and (b) the nature of the offer such that it is properly characterised as an “offer of capital markets products” within the SFA framework.
Section 3 (Exemption from section 309B(2) of the Act) is more complex and is likely the most operationally important provision. It addresses exemptions for a “relevant person” (a term used in section 309B of the SFA) from complying with section 309B(2) in relation to an offer of capital markets products. The exemption applies in two alternative ways.
First pathway (Section 3(1)(a)): the exemption applies if the offer is made to any of the following:
- an accredited investor
- an expert investor
- an institutional investor
- any other person that is not an individual
Second pathway (Section 3(1)(b)): the exemption applies if both of the following conditions are satisfied:
- Regulatory status of the relevant person: 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; or
- a person who is both a representative under the SFA definition and a representative under the Financial Advisers Act definition, of a person in the two categories above.
- Link to the provision of a financial advisory service: the offer must be made by the relevant person in connection with providing a financial advisory service, and the Regulations then require that certain exemption conditions under the Financial Advisers Regulations are met, depending on which sub-category the relevant person falls into.
The drafting is deliberately detailed because it ties the SFA exemption to the Financial Advisers regulatory architecture. In essence, if the relevant person is acting within the scope of a financial advisory service—and the relevant person’s own licensing/exemption status is supported by the specified exemptions under the Financial Advisers Regulations—then the relevant person is exempt from complying with section 309B(2).
Section 3(2) clarifies that “financial advisory service” has the same meaning as in section 2(1) of the Financial Advisers Act. This is important for interpretation: it prevents arguments that the term is used differently in the CMPR Regulations and ensures that the definition is anchored to the Financial Advisers Act.
Section 4 (Prescribed time in section 309B(3) of the Act) specifies the time period relevant to section 309B(3). The prescribed time is 21 days commencing on the date on which the change in the classification of the capital markets products concerned occurred.
This provision is likely central to any compliance process that depends on a “cooling-off” or notification/transition window after classification changes. For practitioners, the key factual/legal question becomes: when did the “change in classification” occur? Counsel may need to identify the relevant classification event date (for example, the date MAS effects or recognises the classification change, or the date the issuer/relevant person becomes aware of it, depending on how section 309B(3) operates in the SFA).
Section 5 and the Schedule (Prescribed capital markets products) provide the definitional backbone. 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, the legal effect is clear: the Schedule determines which product classes fall within the definition used in section 309B. This is crucial for any analysis of whether a particular instrument is within the regulatory regime that section 309B targets. In practice, lawyers must cross-check the product’s legal characterisation against the Schedule’s classes and then map that to the obligations/exemptions in sections 2–4.
How Is This Legislation Structured?
The Regulations are structured in a simple hierarchy:
- Section 1 sets out citation and commencement.
- Sections 2 and 3 create exemptions from specific subsections of section 309B of the SFA—one for issuers (section 309B(1)) and one for relevant persons (section 309B(2)).
- Section 4 prescribes a 21-day period for section 309B(3).
- Section 5 points to the Schedule to identify the classes of “prescribed capital markets products”.
- The Schedule contains the substantive list of product classes (the “prescribed” classes) that feed into the SFA definition.
For practitioners, this structure means that most legal work will involve: (i) confirming investor category status, (ii) confirming the relevant person’s licensing/exemption status under the Financial Advisers Act/Regulations, (iii) identifying the classification-change date for the 21-day clock, and (iv) matching the product to the Schedule’s classes.
Who Does This Legislation Apply To?
The Regulations apply to parties whose conduct falls within section 309B of the Securities and Futures Act. Based on the extract, there are at least two key groups:
- Issuers making offers of capital markets products (relevant to section 309B(1) and section 2 of the Regulations).
- “Relevant persons” involved in offers of capital markets products (relevant to section 309B(2) and section 3 of the Regulations). The term “relevant person” is not defined in the extract, but the exemption is clearly designed to cover regulated intermediaries and financial advisers, including licensed financial advisers and certain exempt persons.
In addition, the Regulations operate by reference to investor categories—accredited investors, expert investors, institutional investors, and non-individual persons. Therefore, the practical applicability depends heavily on the identity of the offeree and the context of the offer (including whether it is made in connection with a financial advisory service).
Why Is This Legislation Important?
Although the CMPR Regulations are narrow in scope, they are important because they determine when certain compliance obligations under section 309B of the SFA are triggered and when they are relieved by exemption. For legal practitioners, this directly affects advice on offer structuring, documentation, and regulatory risk allocation between issuers and intermediaries.
First, the exemptions in sections 2 and 3 provide a pathway for transactions to proceed without certain section 309B(1) or 309B(2) compliance steps, provided the offer is made to specified investor categories or the relevant person meets the financial adviser-related conditions. This can be commercially significant for capital raising and distribution strategies, but it also requires careful due diligence on investor status and the adviser’s regulatory standing.
Second, section 4’s 21-day prescribed time is a compliance timing rule. Timing rules often become the subject of disputes in enforcement contexts—particularly where classification changes occur and parties need to know when obligations begin or end. Counsel should therefore treat the classification-change date as a critical fact and ensure internal processes can evidence that date.
Third, section 5 and the Schedule ensure that the regime is tied to specific classes of capital markets products. Misclassification can lead to either over-compliance (unnecessary burdens) or under-compliance (regulatory breach). For practitioners, the Schedule should be treated as a mandatory reference point in any product regulatory analysis under section 309B.
Related Legislation
- Securities and Futures Act (Cap. 289), especially section 309B (including subsections (1), (2), (3) and the definition in subsection (10))
- Financial Advisers Act (Cap. 110), including provisions on licensing and exemptions (cross-referenced in section 3)
- Financial Advisers Regulations (Cap. 110, Rg 2), including the specific regulations referenced in section 3 for exemptions relating to financial advisory services
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.