How to IPO on SGX: Catalist vs Mainboard

The short answer: Catalist or Mainboard for an IPO on SGX in Singapore

An IPO on SGX in Singapore runs through one of two boards. The Mainboard is for companies that meet one of SGX's quantitative admission tests, which since 29 October 2025 include a lower profit test of at least S$10 million in consolidated pre-tax profit for the latest financial year. Catalist is a sponsor-supervised board with no minimum quantitative criteria prescribed by SGX: an authorised sponsor decides whether the company is suitable.

In broad terms, profitable, established businesses that clear a Mainboard test usually choose the Mainboard for wider institutional reach. Earlier-stage or smaller companies that cannot yet meet those tests, or that value a sponsor's hands-on guidance, often choose Catalist. Both boards now sit within a more disclosure-based regime, following reforms SGX RegCo implemented in October 2025.

This guide compares the two routes on eligibility, the sponsor model, timetable, cost drivers and post-listing obligations. If you are a larger issuer considering a US listing as well, read our separate note on the SGX and Nasdaq Global Listing Board.

The legal and regulatory framework

Three layers govern an IPO on SGX in Singapore. First, the Securities and Futures Act 2001 sets the rules on offers of securities, prospectuses and prospectus liability, with MAS as the statutory regulator. Second, SGX's listing rules, published in the SGX Rulebooks, set admission criteria and continuing obligations for the Mainboard and Catalist. Third, SGX RegCo, SGX's regulatory subsidiary, reviews listing applications and supervises listed issuers.

On Catalist, much of the front-line work is delegated to sponsors authorised by SGX. The sponsor brings the company to market, carries out due diligence and assesses suitability. On the Mainboard, an issue manager prepares the application and SGX RegCo reviews it directly.

Policy has been moving towards disclosure rather than merit review. In 2025, MAS and SGX RegCo consulted on streamlining prospectus requirements and on a shift to a more disclosure-based regime, and SGX RegCo published its response paper in October 2025. MAS and SGX RegCo also consulted on consolidating listing review functions under SGX RegCo. Issuers should check the current status of that proposal at the time they file.

Mainboard admission tests

Under Mainboard Rule 210, an applicant must meet one of three quantitative tests:

• Profit test: consolidated pre-tax profit of at least S$10 million in the latest financial year, with an operating track record of at least three years.
• Profit and market capitalisation test: a pre-tax profit in the latest financial year, a three-year operating track record and a market capitalisation of at least S$150 million based on the issue price and post-invitation share capital.
• Revenue and market capitalisation test: operating revenue in the latest completed financial year and a market capitalisation of at least S$300 million.

The profit test threshold was reduced from S$30 million to S$10 million with effect from 29 October 2025. That change brings more mid-sized, profitable businesses within reach of the Mainboard. Separately, the minimum operating record for life sciences companies was reduced from three years to two, subject to having developed at least one product beyond the concept stage.

Beyond the numbers, applicants must deliver an unmodified audit opinion and disclose material internal control weaknesses with the steps being taken to address them. Conflicts of interest must be disclosed and managed. Mainboard public float requirements scale with market capitalisation, and promoters are subject to moratorium periods, so founders should model how much stock they can sell and when.

The Catalist sponsor model

Catalist has no minimum quantitative criteria prescribed by SGX. Instead, an authorised full sponsor must be satisfied that the company is suitable for listing, applying its own deal selection criteria. That gives growth companies a route to market before they have a profit record, but it makes the sponsor relationship central.

In practice, a Catalist sponsor will look at the strength of the business model, management quality, governance, internal controls and the credibility of projections. It prepares the offer document with the company and lodges it, and it continues to supervise the issuer after listing. Choosing a sponsor is therefore as much about long-term fit as about getting the IPO done.

Catalist issuers also face public float and promoter moratorium requirements. Founders and early investors should check the current figures in the Catalist Rules before agreeing any secondary sale in the IPO.

Catalist vs Mainboard compared

A common strategy is to list on Catalist first and transfer to the Mainboard once the business meets a Mainboard test. That spreads cost and lets the company build a public track record, but each step involves its own diligence and approvals.

The IPO process step by step

Every IPO on SGX in Singapore follows the same broad sequence, whichever board is chosen. Timing depends heavily on the state of the company's accounts, group structure and governance at the start.

1. Readiness review. Audit the group structure, financial statements, material contracts, licences and related party dealings. Fix gaps in corporate records and internal controls before appointing the full deal team.
2. Appoint advisers. Engage the issue manager or Catalist sponsor, auditors, reporting accountants, legal advisers on both sides and, where relevant, valuers and industry experts.
3. Restructure. Create the listing vehicle, interpose holding companies, tidy up minority holdings and convert to a public company as needed.
4. Due diligence and drafting. Run legal and financial diligence and draft the prospectus or offer document, including risk factors, governance disclosures and any internal control weaknesses.
5. Regulatory review. For Mainboard, submit to SGX RegCo and lodge with MAS. For Catalist, the sponsor submits and lodges the offer document under the Catalist framework.
6. Marketing and book-building. Conduct investor education and book-building within the permitted perimeter for publicity.
7. Pricing, allotment and listing. Fix the price, allot shares, and commence trading. Moratorium and float requirements apply from day one.

Documents to assemble early

Whichever board you choose, the same core document set drives an IPO on SGX in Singapore. Assembling it early shortens diligence and reduces the risk of late disclosure surprises.

• Audited financial statements for the track record period, and management accounts for any stub period.
• Constitutional documents, statutory registers and board and shareholder resolutions for every group company.
• Material contracts, including customer, supplier, financing and lease agreements, with change-of-control clauses flagged.
• Licences, permits and regulatory correspondence in each operating jurisdiction.
• Details of related party transactions and how they will be terminated, restructured or governed after listing.
• Employment terms for key executives, and existing share option or incentive plans.
• Intellectual property registrations and ownership evidence.

Cost and timetable drivers

We do not quote fixed costs or timelines, because they vary widely. The main drivers are predictable, though: the quality of historical financial statements, the complexity of the group restructuring, the number of jurisdictions in which the business operates, the extent of related party transactions to unwind, and the depth of internal control remediation needed.

Catalist listings are often perceived as cheaper, but the sponsor's continuing role adds an ongoing cost after listing. Mainboard listings involve a direct review by SGX RegCo and usually a larger offering, which can mean higher underwriting and advisory spend. Either way, the cheapest IPO is the one that starts with clean records.

Founders should also plan for the tax consequences of pre-IPO restructuring and share sales, and for employee incentive plans that will survive listing. Our pages on employee share plans and tax structuring cover those points.

Life after an IPO on SGX in Singapore

Listing changes how the company is run. Continuing obligations under the listing rules require prompt disclosure of material information, periodic financial reporting, shareholder approval for certain significant and interested person transactions, and compliance with governance expectations. Directors take on heightened exposure for disclosure and insider trading rules under the Securities and Futures Act.

Catalist issuers deal with their sponsor on many corporate actions, which adds a layer of review. Mainboard issuers deal with SGX RegCo directly. Under the October 2025 reforms, issuers with pre-tax losses for three or more consecutive financial years must announce that fact, replacing the previous financial watch-list, and trading suspensions are reserved for clearer going-concern situations.

Budget for an investor relations function, a company secretary familiar with listed-company practice and board committees with genuinely independent members. The cost of being listed often surprises founders more than the cost of listing.

Illustrative scenario: choosing a board

This scenario is illustrative only and uses generic parties. A Singapore-headquartered logistics group has three years of trading, a pre-tax profit of around S$12 million in its latest financial year and operations in Malaysia and Indonesia. Under the old S$30 million profit test it would have looked to Catalist. After the October 2025 change, it can consider the Mainboard profit test.

Its advisers weigh the options. The Mainboard offers wider institutional reach and avoids the ongoing sponsor relationship, but the group's internal controls need work and two related party leases must be restructured. The board decides to spend six months on readiness, disclose the control remediation plan in the prospectus as the disclosure-based regime now expects, and target the Mainboard.

A sister company in the same sector, still loss-making but with strong contracted revenue, takes a different route: it engages a Catalist sponsor that is comfortable with its business model, with a view to transferring to the Mainboard later.

Risks and common mistakes

Starting before the house is in order

Many IPOs stall at diligence because of missing corporate approvals, unrecorded share transfers, unclear beneficial ownership or informal related party arrangements. These are slow to fix once the timetable is public.

Run a pre-IPO legal audit first. Our guide to fundraising diligence in Singapore sets out the records investors and sponsors check.

Hiding control weaknesses instead of disclosing them

The disclosure-based regime expects material internal control weaknesses to be disclosed together with remediation steps, rather than confirmed as immaterial. Over-confident statements in the prospectus create liability risk for directors and issuers under the Securities and Futures Act.

Commission an internal controls review early and treat its findings as disclosure material, not a reputational problem to manage.

Choosing a sponsor on price alone

On Catalist, the sponsor is a long-term supervisor, not just an IPO adviser. A sponsor that does not understand the sector, or that is stretched across too many issuers, can slow corporate actions after listing.

Interview several sponsors, ask about sector experience and post-listing support, and agree clear service terms.

Ignoring moratorium and float rules

Founders sometimes plan a large secondary sale at IPO and then find that float and moratorium rules limit what they can sell. Investors may also resist heavy founder selling.

Model the cap table at listing early. Our venture capital investments team often reviews investor exit rights in the same exercise.

Cross-border angle

Many SGX applicants have operations or shareholders outside Singapore, including in Bangladesh, the UAE, China and the UK. Cross-border groups need local-law opinions on title to assets, licences and enforceability, and must check whether home-country approvals are needed for an overseas listing or transfer of shares to a Singapore holding company. Exchange controls and withholding taxes can affect dividend flows to the listed vehicle.

Foreign-incorporated issuers face additional questions on shareholder protection and governance equivalence. Bringing local counsel into the diligence plan from day one avoids late surprises.

Valuation and investor demand also have a cross-border dimension. Companies with most of their revenue outside Singapore should explain clearly in the prospectus how cash moves to the listed holding company, how foreign currency risk is managed and which regulators supervise the operating subsidiaries. Investors and sponsors will test those explanations closely, and weak answers depress pricing. Where operating subsidiaries hold licences that restrict changes in ownership, regulatory consents may be needed before the restructuring that precedes listing, which can add months to the timetable.

What to do next: a checklist

• Check eligibility against each Mainboard test, and identify a Catalist sponsor if none fits.
• Audit corporate records, beneficial ownership and related party dealings.
• Commission an internal controls review and plan remediation disclosure.
• Design the pre-IPO restructuring with tax advice in each relevant jurisdiction.
• Model float, moratorium and founder sell-down.
• Set up governance: board composition, committees and policies suitable for a listed company. See our corporate governance advisory page.

Further information is available from SGX and MAS. TRW & Co advises founders, companies and investors on IPO readiness, restructuring and documentation, coordinating with issue managers, sponsors and Singapore-qualified counsel. To discuss an IPO on SGX in Singapore, contact our Singapore team or explore our securities and capital markets practice.

Frequently asked questions

Sources and official materials

1. SGX Mainboard Rule 210: conditions for listing — Current Mainboard quantitative admission tests
2. SGX response paper: A shift to a more disclosure-based regime (October 2025) — Reforms effective 29 October 2025
3. SGX Rulebooks — Mainboard and Catalist rules
4. Securities and Futures Act 2001 — Prospectus requirements and liability
5. Singapore Exchange — Listing guidance and sponsor information

General information only, current as at 20 October 2026. It is not legal advice and does not create a lawyer–client relationship. Singapore law and regulatory practice change; check current official sources and take advice on the facts of your matter.