Statute Details
- Title: Securities and Futures (Classes of Investors) Regulations 2018
- Act Code: SFA2001-S665-2018
- Type: Subsidiary legislation (SL)
- Authorising Act: Securities and Futures Act (Chapter 289)
- Enacting power: Made in exercise of powers conferred by section 341 of the Securities and Futures Act
- Citation: S 665/2018
- Status: Current version (as at 27 Mar 2026)
- Commencement:
- 8 October 2018: Regulations 4 and 5(1)
- 8 January 2019: Regulations 2, 3 and 5(2), (3) and (4)
- Key provisions (from extract):
- Regulation 1: Citation and commencement
- Regulation 2: Persons prescribed for definition of “accredited investor”
- Regulation 3: Modifications to definition of “accredited investor” for specified provisions of the Act and related regulations
- Regulation 4: Persons prescribed for definition of “institutional investor”
- Regulation 5: Revocation and saving provisions
- Schedules: First Schedule (General warning); Second Schedule (Statutory boards); Third Schedule (Multilateral agencies/international organisations/supranational entities)
- Notable amendments shown in timeline: Amended by S 30/2019, S 31/2019, S 913/2021, S 619/2023 (effective 09/10/2023)
What Is This Legislation About?
The Securities and Futures (Classes of Investors) Regulations 2018 (“SF (Classes of Investors) Regulations”) is a set of Singapore subsidiary regulations that operationalise how the Securities and Futures Act (the “SFA”) and related regulatory instruments classify investors. In particular, it prescribes who qualifies as an “accredited investor” and an “institutional investor”, and it provides a mechanism for modifying how the accredited investor concept applies across certain consent and regulatory provisions.
In plain language, these Regulations matter because many regulatory rules in the SFA and the Securities and Futures (Licensing and Conduct of Business) Regulations (“SF (LCB) Regulations”) treat investors differently depending on their sophistication and risk profile. Accredited investors are generally treated as able to bear higher risk products or to participate in transactions with fewer “retail-style” protections, subject to specific statutory conditions. The Regulations therefore define and expand the categories of persons who can be treated as accredited investors, including certain trusts and certain non-individual entities.
The Regulations also address a practical issue: in many transactions, parties need to know whether a counterparty can be treated as an accredited investor for the purposes of particular consent provisions. Regulation 3 introduces a structured “opt-in” approach, allowing certain persons to be treated as accredited investors for consent purposes if they are assessed and if specified written statements (including a general warning) are provided and acknowledged.
What Are the Key Provisions?
1. Regulation 1 (Citation and commencement) sets the timeline for when the Regulations take effect. The key point for practitioners is that different parts commenced on different dates: Regulations 4 and 5(1) on 8 October 2018, and Regulations 2, 3 and the remaining parts of Regulation 5 on 8 January 2019. This matters when assessing compliance for conduct occurring between those dates.
2. Regulation 2 (Persons prescribed for “accredited investor”) is the core definitional provision in the extract. It prescribes additional categories of persons and structures that qualify as accredited investors for the purposes of section 4A(1)(a)(iii) of the SFA. The Regulation includes:
- Certain trusts:
- Trusts where all beneficiaries are accredited investors (within the meaning of the relevant SFA provisions).
- Trusts where all settlors are accredited investors, and the settlors have reserved (i) all powers of investment and asset management under the trust, and (ii) the power to revoke the trust.
- Trusts whose subject matter exceeds $10 million (or its foreign currency equivalent) in value.
- Certain non-trust persons/entities for the purposes of section 4A(1)(a)(iv):
- An entity (other than a corporation) with net assets exceeding $10 million.
- A partnership (other than a limited liability partnership) where every partner is an accredited investor.
- A corporation whose entire share capital is owned by one or more accredited investors.
- A person who holds a joint account with an accredited investor, in respect of dealings through that joint account.
Regulation 2(3) clarifies that “trust” includes a bare trust. For legal drafting and compliance, this prevents arguments that certain trust arrangements fall outside the intended scope.
3. Regulation 3 (Modifications to the definition of “accredited investor” for specified provisions) is the most operationally significant provision in the extract. It does two things:
- First, it states that the “modified definition” of accredited investor in Regulation 3(2) applies for a list of specified provisions of the SFA and the SF (LCB) Regulations, including provisions relating to “relevant person”, “retail customer”, “client or member of the public”, and certain licensing/conduct-of-business rules.
- Second, it introduces an opt-in mechanism: a person may be treated as an accredited investor for consent purposes if they have opted to be treated by the counterparty as an accredited investor for all the consent provisions.
Under Regulation 3(2), the categories of persons who can opt in include: an individual, a corporation, a trustee, and a person—each corresponding to the relevant SFA categories in section 4A(1)(a)(i)–(iv). The opt-in is not automatic; it depends on the counterparty’s assessment and the provision of written statements.
Regulation 3(3) sets out the procedural safeguards for opting in. In summary, the counterparty must:
- Assess the person as being within the relevant SFA category (for example, assessing an individual as an individual mentioned in section 4A(1)(a)(i), and so on).
- Provide the person with a bundle of statements in writing, including:
- A statement that the counterparty has assessed the person to be within the relevant SFA category.
- A statement that the person may consent to being treated as an accredited investor for all the consent provisions.
- A statement that the person may withdraw consent at any time, and that after the specified period the counterparty must not treat the person as an accredited investor for all consent provisions.
- The general warning in the First Schedule.
- A plain-language explanation of the effect of being treated as an accredited investor, in sufficient detail to enable an informed decision.
- Obtain a statement in writing (or a signed statement recorded in writing) from the person reflecting the consequences of consenting.
Practical note: The extract truncates the remainder of Regulation 3(3)(c) and beyond, but the visible portion already indicates a compliance-heavy process. For practitioners, the key is that the opt-in is designed to be auditable: written assessments, written disclosures, and written consent (with withdrawal rights) are central to the mechanism.
4. Regulation 4 and the “institutional investor” concept (not fully reproduced in the extract) prescribes persons for the definition of “institutional investor”. Even though the text is not shown, the structure of the Regulations indicates that Regulation 4 works alongside Regulation 2: it identifies which entities and bodies qualify as institutional investors, likely for the purposes of certain SFA provisions that distinguish institutional investors from retail or other categories.
5. Schedules support the consent and classification framework. The First Schedule contains a general warning that must be provided to the opting-in person. The Second Schedule lists statutory boards prescribed for specified purposes under section 4A(1)(c)(ii) of the SFA. The Third Schedule lists multilateral agencies, international organisations and supranational entities prescribed for section 4A(1)(c)(viii) of the SFA.
How Is This Legislation Structured?
The Regulations are structured as a short instrument with a conventional layout:
- Part/Regulations: The operative provisions are contained in Regulations 1 to 5.
- Regulation 1 covers citation and commencement.
- Regulation 2 prescribes categories of persons for “accredited investor”.
- Regulation 3 modifies how the accredited investor definition applies across specified provisions and introduces the opt-in consent framework.
- Regulation 4 prescribes persons for “institutional investor”.
- Regulation 5 contains revocation and saving provisions.
- Schedules: Three schedules provide mandatory warning text and lists of prescribed entities (statutory boards; multilateral/international/supranational entities).
Who Does This Legislation Apply To?
The Regulations apply primarily to regulated persons under the SFA framework (such as licensed financial institutions and other entities subject to the SFA and SF (LCB) Regulations) and to counterparties in transactions where investor classification affects consent and regulatory obligations.
In practice, the Regulations affect both sides of a transaction: the counterparty seeking to rely on accredited investor status must ensure the classification is satisfied (including the trust/entity criteria in Regulation 2), and where Regulation 3’s opt-in mechanism is used, the counterparty must follow the written assessment/disclosure/consent process. The opting-in person benefits from the ability to understand the consequences and to withdraw consent, which is reflected in the written statements requirement.
Why Is This Legislation Important?
Investor classification is a cornerstone of Singapore’s securities regulatory regime. The SF (Classes of Investors) Regulations 2018 provides the legal “plumbing” that allows the SFA and related regulations to apply different conduct and consent rules depending on investor sophistication. For practitioners, the Regulations are therefore not merely definitional; they directly influence how compliance frameworks are implemented in transaction documentation, onboarding, and consent workflows.
Regulation 2 is particularly important for structuring transactions involving trusts and non-individual entities. Many real-world investment arrangements involve family trusts, nominee structures, or corporate vehicles. The $10 million thresholds and the specific requirements about settlors’ reserved powers and revocation rights are the types of details that can determine whether accredited investor status is available.
Regulation 3 is equally significant because it addresses the operational reality that parties may need accredited investor treatment for consent provisions even where the person’s status is not automatically aligned. The opt-in mechanism, with its emphasis on written disclosures, a general warning, and withdrawal rights, creates a defensible compliance record. For legal teams, this means that templates, disclosure packs, and consent logs should be aligned to the statutory requirements to reduce regulatory and litigation risk.
Related Legislation
- Securities and Futures Act (Chapter 289) — including section 4A (accredited/institutional investor framework) and other provisions referenced in Regulation 3
- Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10) — including the definitions and conduct-of-business provisions referenced in Regulation 3
- Securities and Futures (Exemption for Cross-Border Arrangements) (Foreign Offices) Regulations 2021
- Securities and Futures (Exemption for Cross-Border Arrangements) (Foreign Related Corporations) Regulations 2021
- Financial Advisers Act
- Futures Act
- Income Tax Act
- Limited Liability Partnerships Act
Source Documents
This article provides an overview of the Securities and Futures (Classes of Investors) Regulations 2018 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.