Singapore: A Capital Markets: Domestic Overview
Overview of Singapore’s Debt Capital Market
As with equity offerings, offers of debt securities to investors in Singapore are regulated under the Securities and Futures Act 2001 of Singapore (SFA). The SFA requires all offers of debt securities to be accompanied by a prospectus and a product highlights sheet registered with the Monetary Authority of Singapore (MAS), unless otherwise exempted.
Listed issuers making offers of debt securities to the retail public may be exempted from prospectus registration requirements if they lodge an offer information statement with the MAS under Section 277 of the SFA. The Exempt Bond Issuer Framework and the Bond Seasoning Framework were introduced in 2016 to encourage high-quality issuers to tap the retail market, and provide two further exemptions from prospectus requirements.
In the wholesale bond market, issuers generally rely on the exemption from prospectus requirements for offers of debt securities made to certain classes of investors, including:
- institutional investors under Section 274 of the SFA; and
- accredited investors and certain other specified persons under Section 275 of the SFA, subject to certain conditions – for example, the offer must not be accompanied by an advertisement making an offer or calling attention to the offer or intended offer and, for specified persons relying on Section 275(1A) of the SFA, the consideration for securities must be not less than SGD200,000.
In October 2023, the MAS released Notice SFA 04-N21, setting out new requirements for corporate finance advisers, such as holders of a capital markets services licence, and banks. These requirements include mandatory baseline standards of due diligence (similar to equity-style due diligence) when advising on corporate finance in the context of an offering of securities, except where the offer is made only to persons who are accredited investors, expert investors or institutional investors. In response, bond market participants in Singapore have adopted tighter Singapore selling restrictions for the wholesale market by making offerings to institutional and accredited investors only the default approach, and removing reliance on higher denomination offerings under Section 275(1A) of the SFA.
Notable developments
The Singapore government has been a strong proponent of the adoption of distributed ledger technology (DLT) and asset tokenisation to enhance efficiency and increase accessibility within Singapore’s financial markets. Led by the MAS, Project Guardian is a collaborative initiative between policymakers and financial institutions, aiming to enable the interoperability of digital securities across different platforms and among participating entities. In November 2024, the Project Guardian project group introduced the Guardian Fixed Income Framework, which is an initial set of non-prescriptive standards and industry best practices for tokenised fixed income assets to enable the adoption of asset tokenisation for fixed income products within financial services.
In June 2025, ICMA was named as a lead for Project Guardian’s fixed income workstream, focusing on two critical areas: delivery versus payment settlement and custody arrangements for DLT-based debt securities. Most recently, DBS introduced a new digital product to tokenise and distribute its cryptocurrency-linked structured notes on the Ethereum public blockchain involving third-party digital platforms such as ADDX, DigiFT and HydraX, thereby broadening access to tokenised structured notes for accredited and institutional investors beyond DBS clients – potentially a segue to future interoperability between different platforms.
Singapore also continues to enhance its position as a regional hub for ESG financing. In November 2024, the MAS announced new green finance and capital markets initiatives to strengthen financial co-operation with China. This included the China-Singapore Green Finance Task Force (GFTF), which expanded the Common Ground Taxonomy to ease comparison between the green taxonomies of Singapore and China, facilitating cross-border green bond issuance. Industry partners from both countries also collaborated on Panda Bond issuances through a Green Corridor to catalyse green financing flows.
On 11 July 2025, the MAS and the People’s Bank of China reaffirmed their commitment to advance co-operation in green and transition finance between Singapore and China at the 3rd Singapore-China GFTF, where they discussed joint initiatives in sustainable finance. Discussions surrounded enhancing the interoperability of taxonomies, the facilitation of green finance flows and leveraging technology to facilitate sustainable finance adoption, as well as other potential areas of collaboration in biodiversity and nature financing, and opportunities in Shanghai’s green finance development and transition journey.
Overview of Singapore’s Equity Capital Market
Offers of equity securities in Singapore are regulated under the SFA, which requires all offers to be accompanied by a prospectus and a product highlights sheet registered with the MAS, unless otherwise exempted.
The SGX is the main stock market in Singapore. Equity securities are listed and traded on SGX’s Mainboard and the Catalist Board, with the latter board focused on fast-growing enterprises.
Issuers seeking a listing on SGX’s Mainboard must satisfy quantitative and qualitative requirements. These include profitability tests requiring an operating track record of at least three years and either a minimum pre-tax profit of SGD10 million in the latest financial year or being profitable in the latest financial year and a market capitalisation of SGD150 million upon listing. Issuers may also satisfy the market capitalisation requirement (only) of SGD300 million. There is no restriction on the issuer’s jurisdiction of incorporation. Issuers with multiple voting shares meeting certain criteria can also list on the SGX.
Issuers seeking a primary listing on the SGX will need to comply fully with SGX’s post-listing requirements. Issuers listed on other markets may apply for a secondary listing on the SGX and do not need to comply with all of the SGX’s post-listing requirements. Instead, issuers from developed market jurisdictions and certain regional markets comply principally with their home market requirements and put out reports on a similar basis (in English) on the SGX.
There are no financial or market capitalisation requirements for the Catalist Board. Catalist issuers must be brought to list by an authorised full sponsor, which will continue to act as their continuing sponsor for at least three years post-listing.
Issuers considering listing securities on the Mainboard undergo a regulatory review process by the SGX’s regulatory arm, which approves issuers for listing. Prospectus disclosure requirements are governed by the SFA and prescriptive requirements set out in the relevant International Organization of Securities Commissions (IOSCO) regulations, among others.
Audited financial statements are required for the three most recent financial years (or from the issuer’s date of incorporation, if more recent), together with interim financial statements, depending on the recency of the last audited financial year. Pro forma financial statements may also be required for acquisitions or disposals of a material nature or for material changes in share capital.
The listing process is confidential during the regulatory review period, until the preliminary prospectus is lodged, which marks the commencement of roadshow marketing. Pre-deal research reports are permitted to be issued in compliance with regulatory requirements. There is retail participation in the IPO, with SGX listing rules requiring a minimum retail offer of 5% of the number (or SGD50 million in value) of the securities offered for subscription (whichever is lower). Cornerstone participation alongside a Singapore IPO is common – these investors subscribe under prospectus-exempt placement rules in advance of the launch of the IPO, and their committed participation is disclosed in the prospectus.
In February 2025, the MAS review group set up to recommend measures to strengthen equities market development in Singapore released its first set of measures. These measures are broadly categorised under the pillars of demand, supply and regulatory. They aim to increase investor interest and deepen liquidity in Singapore’s equities market, facilitate a pipeline of quality listings and shift Singapore towards a more disclosure-based listing regime. Following the review group’s recommendations, the MAS issued a consultation paper with measures to streamline prospectus disclosures and facilitate the profiling of offers. The SGX also issued a consultation paper (and released its responses and rule changes in October 2025) to refine its current quantitative admission criteria and streamline its qualitative admission criteria. The MAS is expected to release its response to the feedback received by the end of 2025.
The review group’s second set of measures is expected to be released by the end of 2025, with focus on key areas such as uplifting listed companies’ shareholder engagement capabilities, attracting retail liquidity, strengthening investor protection, improving post-trade custody efficiency and developing cross-border partnerships.
2025 has provided the green shoots of recovery for equities markets, with ten new listings by the end of October, including six Mainboard listings and a glimpse into Singapore’s roadmap to uplift its equities market. The proposed measures indicate Singapore’s resolve to deal with the long-standing issues that industry practitioners have faced, and it is hoped that the initial set of changes will create a shift in sentiment that will be felt in 2026 and beyond.