Statute Details
- Title: Securities and Futures (Offers of Investments) (Use of Term “Real Estate Investment Trust”) Order 2007
- Act Code: SFA2001-S227-2007
- Type: Subsidiary Legislation (sl)
- Authorising Act: Securities and Futures Act (Cap. 289)
- Authorising Provision: Section 283A(1)(c) of the Securities and Futures Act
- Commencement: 1 June 2007
- Enacting Formula: Made by the Monetary Authority of Singapore (MAS) on 28 May 2007
- Key Provisions: Sections 1 (citation/commencement), 2 (persons who may use the term “real estate investment trust”), 3 (revocation)
- Status: Current version as at 27 Mar 2026 (per provided extract)
- Notable Amendments (from timeline): S 675/2018, S 649/2018, S 292/2019 (with multiple effective dates in 2018–2019)
What Is This Legislation About?
The Securities and Futures (Offers of Investments) (Use of Term “Real Estate Investment Trust”) Order 2007 (“REIT Term Order”) is a regulatory instrument made under the Securities and Futures Act (SFA). Its central purpose is to control who may use the term “real estate investment trust” (and its derivatives) in the name, description, or representations of an arrangement when that arrangement is the subject of an offer or intended offer.
In plain language, the Order addresses a market integrity and investor-protection concern: the term “real estate investment trust” is widely understood as a specific type of investment structure. Without controls, promoters could potentially use the term to describe arrangements that do not meet the regulatory expectations associated with REITs, thereby misleading investors about the nature, regulatory status, and risk profile of what is being offered.
The Order therefore sets out a defined class of persons who may use the term “real estate investment trust” (or derivatives) when making offers to certain categories of investors, subject to conditions designed to limit marketing and promotional activity, and to ensure that the offer does not relate to a collective investment scheme authorised or recognised under the SFA.
What Are the Key Provisions?
Section 1 (Citation and commencement) provides the short title and confirms that the Order comes into operation on 1 June 2007. For practitioners, this is relevant when determining the regulatory baseline for offers made around the transition period from the earlier 2005 Order (which is later revoked).
Section 2 (Persons who may use term “real estate investment trust”) is the operative provision. It applies “for the purposes of section 283A(1)(c)” of the SFA. The MAS “declares” a class of persons who may use the term “real estate investment trust” (or derivatives) in any language in the name or description, or in any representation, of an arrangement that is (or will be) the subject of an offer or intended offer.
The section is structured around three core ideas:
(1) Who may make the offer (the “class of persons”);
(2) What the offer must not be (it must not relate to an authorised/recognised collective investment scheme); and
(3) What conditions must be satisfied (notably restrictions on advertisements and selling/promotional expenses).
Section 2(1): The class of persons includes every person who makes the offer or intended offer only to one or more of the following categories:
(a)(i) an institutional investor;
(a)(ii) an accredited investor;
(a)(vii) (for certain principal acquisitions) a person who acquires any right or interest in the arrangement as principal on terms that the consideration is not less than $200,000 (or equivalent in foreign currency) for each transaction, whether paid in cash or by exchange of securities, securities-based derivatives contracts, units in a collective investment scheme, or other assets.
The provision also covers family and related persons of the person making the offer, but only within the defined relationships. Where the offeror is an entity, the relevant persons include its officer or equivalent person, and the spouse, parent, brother, sister, son or daughter of that officer/equivalent person. Where the offeror is an individual, the relevant persons include the individual’s spouse, parent, brother, sister, son or daughter. This is significant for structuring offers within closely held groups and for understanding who can be included in the “permitted” offeree set.
Section 2(1)(b): No authorised/recognised collective investment scheme requires that the person making the offer informs every person to whom the offer is made that the offer does not relate to a collective investment scheme that is authorised under section 286 of the SFA or recognised under section 287. This is a disclosure condition designed to prevent confusion between regulated REITs/collective investment schemes and other arrangements that may use similar terminology.
Section 2(1)(c) and Section 2(2): Additional conditions apply where the offer is made to certain categories of persons (notably those referenced in sub-paragraphs (a)(ii), (v), (vi) or (vii)). In those cases, the offeror must satisfy conditions in Section 2(2), which include:
(a) Restriction on advertisements: the offer must not be accompanied by an advertisement making an offer or calling attention to the offer or intended offer. This is a marketing restriction. It means that even if the offerees are within the permitted categories, the offeror cannot use public-facing promotional materials that “call attention” to the offer.
(b) Restriction on selling or promotional expenses: no selling or promotional expenses may be paid or incurred in connection with the offer or intended offer, except for expenses incurred for:
(i) administrative or professional services in respect of the offer; or
(ii) commission or fees for services rendered by specified intermediaries.
The intermediaries permitted for commissions/fees include:
(A) the holder of a capital market services licence to deal in capital markets products;
(B) an exempt person in respect of dealing in capital markets products; or
(C) a person licensed/approved/authorised (or otherwise regulated) under foreign jurisdiction rules for dealing in capital markets products, or exempted therefrom.
Practically, this provision targets “pay-to-promote” models and ensures that any remuneration connected to the offer is tied to legitimate dealing services by regulated (or equivalent) persons, rather than to broad marketing campaigns or unregulated promotional arrangements.
The extract also shows that certain sub-paragraphs and sub-sections were deleted by amendments (S 292/2019 effective in 2018–2019). While the provided text does not reproduce the deleted content, the deletions indicate that the regulatory framework has been refined over time—particularly around the conditions applicable to certain offeree categories and the mechanics of compliance.
Section 3 (Revocation) revokes the earlier Securities and Futures (Offers of Investments) (Use of Term “Real Estate Investment Trust”) Order 2005 (G.N. No. S 668/2005). This matters for historical compliance and for determining which regime applied to offers made before 1 June 2007.
How Is This Legislation Structured?
The Order is concise and consists of three sections:
Section 1 sets out the citation and commencement date.
Section 2 defines the “persons who may use” the term “real estate investment trust” (and derivatives) and sets out the conditions for permitted use, including offeree categories, disclosure that the offer is not an authorised/recognised collective investment scheme, and restrictions on advertisements and selling/promotional expenses.
Section 3 revokes the 2005 predecessor Order.
Who Does This Legislation Apply To?
The Order applies to persons making (or intending to make) offers of arrangements where the arrangement’s name, description, or representations use the term “real estate investment trust” (or derivatives) in any language. It is therefore not limited to REIT managers or REIT issuers; it can apply to promoters or sponsors of other arrangements that seek to use the REIT terminology.
However, the Order does not create a blanket prohibition on using the term. Instead, it creates a permission framework: only persons within the declared class—making offers only to specified categories (institutional investors, accredited investors, and certain high-value principal acquirers), and satisfying the conditions on disclosure and marketing/expenses—may use the term in the relevant context.
Why Is This Legislation Important?
For practitioners, the REIT Term Order is important because it directly affects marketing language, offering documents, and compliance strategy. The term “real estate investment trust” is a regulated label in investor perception. If an arrangement uses that term without meeting the Order’s conditions, the offeror risks regulatory non-compliance and potential investor protection concerns.
The Order’s conditions are particularly practical:
(i) Offeree restriction—the offer must be made only to permitted categories.
(ii) Mandatory disclosure—the offeror must inform offerees that the offer does not relate to an authorised/recognised collective investment scheme.
(iii) Marketing discipline—no advertisements that call attention to the offer.
(iv) Cost controls—no selling/promotional expenses, subject to limited exceptions for administrative/professional services and commissions/fees for regulated dealing services.
In enforcement terms, these provisions are designed to make it harder for promoters to “borrow” the credibility of REIT terminology while avoiding the regulatory framework that applies to authorised or recognised collective investment schemes. Even where the offerees are sophisticated (institutional or accredited), the Order still imposes controls on how the offer is presented and how promotional costs are handled.
Related Legislation
- Securities and Futures Act (Cap. 289) — in particular section 283A(1)(c) (authorising provision), and sections 286 and 287 (authorised and recognised collective investment schemes)
- Futures Act (noted in the provided metadata as related legislation)
Source Documents
This article provides an overview of the Securities and Futures (Offers of Investments) (Use of Term "Real Estate Investment Trust") Order 2007 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.