Statute Details
- Title: Significant Investments Review (Disregarded Equity Interests) Regulations 2025
- Act Code: SIRA2024-S676-2025
- Legislation Type: Subsidiary Legislation (SL)
- Authorising Act: Significant Investments Review Act 2024
- Enacting Power: Section 57(1) of the Significant Investments Review Act 2024
- Citation: No. S 676
- Commencement Date: 16 October 2025
- Status: Current version as at 27 March 2026
- Key Provisions: Section 2 (Disregarded equity interests); Section 1 (Citation and commencement)
- Regulatory Focus: Equity interests that are disregarded for the purposes of section 14 of the Act
What Is This Legislation About?
The Significant Investments Review (Disregarded Equity Interests) Regulations 2025 (“Regulations”) are subsidiary legislation made under the Significant Investments Review Act 2024 (“SIRA”). In practical terms, the Regulations clarify that certain types of equity interests should not be counted when applying section 14 of the SIRA framework.
Singapore’s significant investments review regime is designed to give the Government a mechanism to assess and, where necessary, manage certain investments that may raise national interest concerns. While the Act sets out the core legal architecture, the Regulations play a targeted role: they define categories of equity interests that are “disregarded” (i.e., treated as not relevant) for the specific purpose of section 14 of the Act.
In plain language, the Regulations address a common compliance and legal interpretation issue: not every person who appears to hold shares or equity interests should be treated as having the kind of controlling or economically meaningful ownership that the review regime is intended to capture. The Regulations carve out two specific situations—bare trusteeship and security interests held in the ordinary course of money lending—so that these interests do not trigger the same assessment consequences as ordinary ownership.
What Are the Key Provisions?
Section 1: Citation and commencement establishes the formal identity of the Regulations and when they take effect. The Regulations are cited as the “Significant Investments Review (Disregarded Equity Interests) Regulations 2025” and come into operation on 16 October 2025. For practitioners, commencement matters because it determines the time from which the disregarding rules apply for relevant transactions and compliance steps.
Section 2: Disregarded equity interests is the substantive provision. It states that the following equity interests are disregarded for the purposes of section 14 of the SIRA:
(a) Equity interest held by a person as a bare trustee
The Regulations provide that an equity interest held by a person as a bare trustee is disregarded. A bare trustee is typically understood as a trustee who holds legal title to property (including shares) but does not have substantive discretion over the beneficial ownership; the beneficial owner is entitled to the economic benefits, and the trustee’s role is largely administrative or custodial.
From a legal and compliance perspective, this means that where a trustee holds shares only in a fiduciary capacity without beneficial ownership or control, the trustee’s holding should not be treated as the kind of equity interest that counts under section 14. This reduces the risk of over-inclusiveness—i.e., preventing the review regime from capturing trustees who are not the true economic stakeholders.
(b) Equity interest held by a money lender as security in the ordinary course
The Regulations also disregard an equity interest held by a person whose ordinary business includes the lending of money, where the person holds the interest only by way of security for a transaction entered into in the ordinary course of business connected with the lending of money.
This carve-out is aimed at financial and lending transactions where equity interests are taken as collateral. In such cases, the lender may temporarily hold shares or equity interests to secure repayment, but the lender’s position is not necessarily equivalent to an investment intended to confer long-term control or strategic influence over the issuer.
Two elements are crucial:
- Ordinary business includes lending of money: the holder must be a person whose business model includes money lending (suggesting a commercial context rather than an ad hoc acquisition).
- Held only by way of security and for an ordinary course transaction connected with lending: the equity interest must be collateral for a transaction entered into in the ordinary course of business, and the holder must not be treating the equity as an investment beyond security purposes.
For practitioners, the evidential and documentation angle is important. To rely on this disregarding rule, counsel should consider how the transaction is structured and documented: loan agreements, security arrangements, and internal records demonstrating that the equity interest is held strictly as collateral (and not as a strategic stake).
Interaction with section 14 of the Act
Although the extract does not reproduce section 14 of the SIRA, the Regulations clearly tie the disregarding effect to that provision. The key takeaway is that section 14’s application should not treat the specified equity interests as relevant. Practically, this can affect whether a person is considered to hold equity interests that must be assessed, notified, or otherwise dealt with under the Act’s mechanisms.
How Is This Legislation Structured?
The Regulations are short and focused. They contain:
- Section 1 (Citation and commencement): sets out the name of the Regulations and the date they come into force (16 October 2025).
- Section 2 (Disregarded equity interests): lists the specific categories of equity interests that are disregarded for the purposes of section 14 of the SIRA.
There are no additional parts or complex schedules in the extract provided. The structure reflects the Regulations’ function as a targeted interpretive/compliance instrument rather than a comprehensive regulatory code.
Who Does This Legislation Apply To?
The Regulations apply to persons whose equity interests fall within the two categories described in section 2. This includes, first, trustees holding shares or equity interests as bare trustees, and second, persons in the business of lending money who hold equity interests only as security for ordinary course lending transactions.
Although the Regulations are framed as “disregarding” rules, they are relevant to a broader set of stakeholders involved in transactions that may intersect with the significant investments review regime. For example, parties structuring investment, financing, collateral arrangements, or trust-based holdings should consider whether the equity interest is genuinely within the disregarded categories. If it is, the equity interest may not be counted for the purposes of section 14; if it is not, the general SIRA analysis may apply.
Why Is This Legislation Important?
These Regulations matter because they reduce uncertainty and prevent unintended regulatory capture. Without a disregarding rule, trustees and lenders holding equity interests in custodial or collateral roles could be treated as if they were ordinary equity holders. That could create unnecessary compliance burdens, delays in transactions, and potential misclassification of the true economic stakeholder.
From a governance and national interest perspective, the carve-outs are also sensible. A bare trustee typically does not have the substantive ability to influence the issuer in the way that beneficial owners or strategic investors might. Similarly, a lender holding shares only as security—particularly in the ordinary course of lending—may not be seeking control or long-term strategic influence. The Regulations therefore align the legal treatment of equity interests with the underlying policy rationale of the SIRA regime.
For practitioners, the key practical impact is on transaction structuring and regulatory risk management. Counsel should:
- Assess the capacity in which equity is held: Is the holder truly a bare trustee, or does the trustee have discretion or beneficial interest?
- Assess the purpose and terms of the equity holding: Is the equity held strictly as security, and is the underlying lending transaction entered into in the ordinary course of business?
- Document the basis for disregarding: maintain loan and security documentation; confirm that the holder’s ordinary business includes money lending; keep trust documentation supporting bare trustee status.
In short, the Regulations provide a legally grounded basis to exclude certain equity interests from the section 14 analysis, which can be decisive in determining whether a party must engage with the SIRA process.
Related Legislation
- Significant Investments Review Act 2024 (including section 14 and the regulation-making power in section 57(1))
Source Documents
This article provides an overview of the Significant Investments Review (Disregarded Equity Interests) Regulations 2025 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.