TRW & Co · Corporate, Capital & Tax
Securities and Capital Markets in Singapore
Capital markets in Singapore let companies raise money through IPOs, placements and bonds on one of Asia's most established exchanges. Every offer turns on the Securities and Futures Act's prospectus rules and exemptions, SGX's listing rules and continuing disclosure duties. This guide explains the framework, the listing venues, the debt market, the process and the main liability risks in 2026.
Key pointThe SGX board an issuer chooses decides its supervision for years: Mainboard has fixed profit or market capitalisation tests, Catalist relies on a sponsor, and the new Global Listing Board requires a Nasdaq Global Select primary listing and S$2 billion market capitalisation.
At a glance
Mainboard entry tests
S$10 million pre-tax profit with three years' record, or profit plus S$150 million market capitalisation, or revenue plus S$300 million.
Tiered public float
Mainboard float runs from 25% below S$300 million market capitalisation down to 12% at S$1 billion or more, with 500 shareholders.
Global Listing Board
Open to issuers primary listed on the Nasdaq Global Select Market with at least S$2 billion market capitalisation and 500 shareholders worldwide.
Core prospectus exemptions
Small offers up to S$5 million in 12 months, placements to 50 persons, institutional and accredited investors, and S$200,000 minimum tickets.
Five per cent disclosure
Substantial shareholders of listed companies must generally disclose holdings and changes within two business days of becoming aware.
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What securities and capital markets in Singapore cover
Capital markets in Singapore cover the ways companies, trusts and governments raise money from investors through tradeable securities: initial public offerings and secondary listings on the Singapore Exchange (SGX), placements and rights issues by listed issuers, medium-term note programmes and bond issues, real estate investment trusts and business trusts, and structured products. The same framework governs what issuers must disclose afterwards and how investors, insiders and intermediaries may trade.
The legal questions follow the life of a security. Before the offer: does it need a prospectus, or does an exemption apply, and which SGX board fits the issuer? At launch: what may be said publicly, and who carries liability for the offering document? After listing: what must be announced immediately, who must disclose their holdings, and when does trading become insider dealing?
2026 is an active year. SGX has revised its Mainboard shareholding spread rules, opened a Global Listing Board for companies primary listed on Nasdaq, and the authorities are implementing measures from the 2025 equities market review designed to make listing in Singapore more attractive.
The legal and regulatory framework
The Securities and Futures Act 2001 (SFA) is the central statute. It requires offers of shares, debentures and units in business trusts to be made with a prospectus and product highlights sheet registered with the Monetary Authority of Singapore (MAS) unless an exemption applies, and it sets the market misconduct rules on insider trading, false trading and market manipulation. MAS is the statutory regulator and supervises SGX as an approved exchange.
SGX, through its regulatory subsidiary SGX RegCo, administers the Listing Manual. It is divided into rulebooks for the Mainboard, Catalist and, since its introduction, the Global Listing Board. The Companies Act 1967 continues to govern the share capital and corporate approvals behind every issue.
When no prospectus is needed
MAS's page on offers of securities lists the principal exemptions: small offers of S$5 million or less in 12 months, private placements to no more than 50 persons in 12 months, offers to institutional and accredited investors, and offers with a minimum transaction amount of S$200,000. Most wholesale bond issues and pre-IPO rounds rely on these. Securities acquired under some exemptions are subject to restrictions on onward sale, which affect secondary trading and later listing.
Tokens and digital securities
A token that has the features of a share, debenture or unit in a collective investment scheme is a capital markets product, and the SFA applies to its offer and trading in the same way. Tokenised bonds and fund units are increasingly issued in Singapore under that framework. Service providers dealing in digital tokens from Singapore must also consider the Financial Services and Markets Act 2022. See our digital assets page.
Choosing a listing venue for capital markets in Singapore
Issuers choose between three SGX boards, each with distinct entry criteria and ongoing supervision. The decision depends on profitability, size, investor base and whether the company is already listed elsewhere.
| Board | Entry criteria | Supervision | Typical issuer |
|---|---|---|---|
| Mainboard | One of: pre-tax profit of at least S$10 million in the latest year with three years' track record; profitable with three years' track record and market capitalisation of at least S$150 million; or operating revenue with market capitalisation of at least S$300 million | SGX RegCo directly, with an issue manager at IPO | Established companies, REITs and business trusts |
| Catalist | No minimum profit, revenue or market capitalisation; suitability assessed by a full sponsor | Sponsor-supervised throughout listing | Growth companies, including regional businesses |
| Global Listing Board | Market capitalisation of at least S$2 billion, plus a revenue, income or assets test, and primary listing on the Nasdaq Global Select Market | SGX, relying in part on the primary listing | Large companies seeking dual access to US and Asian investors |
The Mainboard admission rule also sets a public float that falls as market capitalisation rises: 25% for issuers below S$300 million, 20% from S$300 million, 15% from S$400 million and 12% from S$1 billion, each with at least 500 shareholders. Board composition rules require at least two independent non-executive directors making up at least one-third of the board.
The Global Listing Board's own rulebook requires at least 500 shareholders worldwide and arrangements to move securities between the US and Singapore. It suits a narrow group of large issuers, but it shows the direction of policy: lowering friction for companies that already meet a major exchange's standards.
The board you list on decides who supervises you for years afterwards. Choose for the company you will be after the IPO, not only the one that meets the entry test today.
Debt capital markets
Singapore is a major centre for Asian bond issuance. Most corporate and bank issues are wholesale, offered only to institutional and accredited investors under prospectus exemptions, often through a medium-term note programme with an information memorandum that is updated periodically. Listing on SGX for wholesale debt gives investors a listed security without the full retail prospectus process.
MTN programmes
A base information memorandum, programme agreement, trust deed and agency agreement let an issuer draw down notes quickly as markets allow. Updating the programme annually keeps disclosure current.
Retail bonds
Offers to the public need a registered prospectus and product highlights sheet. Seasoned, well-rated issuers can access streamlined disclosure, but liability standards are the same.
Green and sustainability-linked
Labelled bonds follow international principles and, increasingly, Singapore's taxonomy. Use-of-proceeds and KPI commitments must be realistic and reported. See our green finance page.
Perpetuals and hybrids
Popular with REITs and banks for capital treatment. The drafting of deferral, step-up and call features drives both accounting and rating agency equity credit.
Tax incentives for qualifying debt securities can exempt certain interest and income for eligible investors, subject to conditions on arrangers and filings. The incentive analysis should be built into the programme from the start. Our banking and finance team covers loan-market alternatives.
Trustees and bondholder protections
Most Singapore bond issues appoint a bond trustee to hold covenants on behalf of investors and to act on default. The trust deed sets out financial covenants, negative pledge, events of default and the meeting provisions that allow a majority of bondholders to approve amendments. Those meeting provisions matter greatly if the issuer later needs to restructure: consent solicitations can extend maturities or waive covenants without a court process, but only within the thresholds the trust deed allows. Issuers should draft them with a possible restructuring in mind, and investors should check them before buying. Our debt restructuring page explains what happens when consent is not enough.
Secondary fundraising by listed issuers
For listed companies, most capital markets activity in Singapore happens after the IPO. Placements, rights issues, convertible bonds and scrip dividend schemes each follow their own rules on shareholder approval, pricing and disclosure.
Placements and general mandates
Listed issuers usually obtain a general mandate at each annual general meeting, allowing the board to issue new shares up to a percentage of issued share capital without a further meeting. The listing rules set a lower cap for issues that are not made pro rata to existing shareholders, and limit the discount at which placement shares may be priced. Placements to directors, substantial shareholders and their associates generally need specific shareholder approval. A placement is typically underwritten or arranged by a bank on a best-efforts basis and announced with an additional listing application to SGX.
Rights issues and convertibles
Rights issues let every shareholder take up new shares in proportion to their holding, which protects minorities and often allows a larger raise. They take longer: an offer information statement is lodged with MAS, entitlements trade for a set period and an underwriter or controlling shareholder undertaking usually supports the issue. Convertible bonds offer cheaper funding but bring conversion-price adjustment mechanics and, when converted, dilution that must fit within the mandate.
REITs and business trusts
Singapore is one of Asia's largest REIT markets. REITs are collective investment schemes authorised by MAS and subject to the Code on Collective Investment Schemes, including its property fund rules on leverage, development limits and related-party transactions. Business trusts are governed by the Business Trusts Act 2004 and managed by a trustee-manager. Both raise money regularly through placements and preferential offerings, and both need careful handling of interested party transactions between the trust and its sponsor.
Market reform in 2026
Following the 2025 equities market review, the authorities have announced measures intended to attract listings and improve liquidity, including incentives for new listings, support for fund managers investing in Singapore equities and a shift towards a more disclosure-based approach to listing admission. Issuers should confirm which measures are in force at the time they plan a deal, as implementation has been staged and rules continue to be updated.
IPO process and timeline
- Readiness review. Assess eligibility for the chosen board, restructure the group, align accounts with the required standards and appoint the issue manager or sponsor, auditors and legal advisers.
- Due diligence. Legal, financial and business diligence supports every statement in the prospectus. It is also the foundation of the directors' and advisers' defences against liability.
- Draft the prospectus. Business description, risk factors, financial information, use of proceeds, interested person transactions and corporate governance disclosures.
- SGX review and MAS lodgment. SGX reviews eligibility and disclosure; the preliminary prospectus is lodged with MAS and published for public comment before registration.
- Marketing and bookbuilding. Roadshows to institutional investors, cornerstone agreements and the placement and public tranches, following publicity restrictions.
- Registration, pricing and listing. Register the final prospectus, close the offer, allot shares and commence trading.
- Post-listing compliance. Continuing disclosure, periodic reporting, moratorium obligations on promoters and corporate governance under the Code of Corporate Governance.
Documents and evidence
- Prospectus or offering memorandum, product highlights sheet where required, and supporting verification notes.
- Due diligence reports and questionnaires completed by directors, executive officers and controlling shareholders.
- Audited financial statements and reporting accountants' reports.
- Underwriting or placement agreement, cornerstone investment agreements and lock-up undertakings.
- For debt: trust deed, agency agreement, programme agreement, pricing supplements and legal opinions.
- Board and shareholder resolutions, revised constitution and the corporate governance framework.
- Insider lists, disclosure policies and a trading policy for directors and employees.
Verify every material statement in the prospectus against a document in the data room and keep that record. When a statement turns out to be wrong, a disciplined verification file is often what distinguishes a director who took reasonable care from one who did not.
Risks and common mistakes
Prospectus liability for false or misleading statements
Directors, the issuer, the issue manager and experts can face civil liability to investors, and in serious cases criminal liability, for false or misleading statements or material omissions in an offering document. The SFA provides defences based on reasonable inquiry and reasonable belief. Those defences depend on a documented diligence and verification process. Directors should attend drafting sessions, review risk factors personally and ask how key statements were verified rather than relying entirely on advisers.
Publicity and gun-jumping
Before and during an offer, statements by the issuer, its directors or advisers can amount to unauthorised advertising of the offer. Media interviews, investor conference presentations and social media posts all need review. Agree a publicity protocol with the issue manager, train management, and route all external communications through a single reviewer until the offer closes. The same care applies to exempt offers, where advertising can remove the exemption itself.
Insider trading and leaks
Possessing price-sensitive information that is not generally available and dealing, or procuring others to deal, is an offence under the SFA, and civil penalties are also available. Deal teams, family members of insiders and advisers are all at risk. Keep insider lists, limit information to those who need it, impose trading blackouts, and prepare a holding announcement in case of leaks. MAS and the Commercial Affairs Department investigate market misconduct jointly, and enforcement has been active.
Continuing disclosure failures
Listed issuers must announce material information promptly under the listing rules, and substantial shareholders must disclose holdings at 5% and changes across each percentage point, generally within two business days. Late announcements, selective briefings to analysts and incomplete interested person transaction disclosures are frequent enforcement themes. A board-approved disclosure policy with clear escalation routes helps. See our corporate governance advisory page.
Restrictions on resale after exempt offers
Securities first acquired under certain exemptions, for example offers to accredited investors, may be subject to resale restrictions for a period unless a further exemption applies. Pre-IPO investors, employees with shares and bondholders who want to sell to retail buyers can be caught. Check the exemption relied on for each issue and include transfer restrictions and legends in the documents so later sales do not inadvertently become unexempted offers.
The cross-border angle
Many issuers on SGX operate mainly outside Singapore, and many investors in capital markets in Singapore are offshore. That combination raises questions of foreign law, foreign approvals and foreign offering rules in every deal.
Bangladeshi groups considering an SGX listing or a Singapore-issued bond need to consider Bangladesh's rules on overseas listing, outbound investment and foreign currency borrowing, and how proceeds can flow back to operations. UK investors in Singapore deals expect offering documents to fit their own private placement rules. Gulf investors, including UAE-based institutions, are active buyers of Asian bonds and sukuk-style structures. Chinese issuers face filing requirements at home for overseas listings and offerings, which must be sequenced with SGX review.
Dual and secondary listings add another layer. A company listed on another exchange that seeks an SGX listing must reconcile two sets of continuing obligations, decide which disclosure standard governs announcements and ensure trading in both markets receives information at the same time. The Global Listing Board is designed to reduce this friction for Nasdaq-listed issuers, but other secondary listings still require careful planning of announcements and share movement between depositories.
We coordinate counsel in each relevant jurisdiction so the offering documents, approvals and selling restrictions are consistent. Where Singapore court or tribunal representation is required, we work alongside Singapore-qualified counsel.
How TRW & Co helps with capital markets in Singapore
We act as advisers and coordinators for issuers, shareholders and investors. Our work on capital markets in Singapore is organised into four workstreams.
Listing readiness
We review eligibility for each board, plan pre-IPO restructuring, prepare governance frameworks and coordinate with issue managers, sponsors and auditors.
Offering documents
We prepare and review prospectuses, information memoranda and pricing supplements, and run diligence and verification processes that support director defences.
Exempt offers and placements
We structure private placements, pre-IPO rounds and wholesale bond issues within the SFA exemptions, including selling restrictions in each investor jurisdiction.
Post-listing compliance
We advise on continuing disclosure, interested person transactions, substantial shareholding notices and insider trading controls. See our securities offerings guide.
Pre-IPO investors should also read our private equity transactions page. See our practices for related areas, or contact us to discuss a capital-raising plan.
Checklist for decision-makers
- Does the offer need a prospectus, or which exemption applies, and are its conditions met?
- Which SGX board fits the issuer today and in five years' time?
- Will the public float and shareholder spread at listing meet the current Mainboard tiers?
- Is there a documented diligence and verification process for every material statement?
- Are publicity, insider lists and trading blackouts controlled from the start of the process?
- For debt, have tax incentives, selling restrictions and trustee arrangements been settled?
- For cross-border capital markets in Singapore, are home-country approvals and offering rules sequenced with SGX and MAS steps?
- Is there a post-listing disclosure policy with a named owner and board oversight?
Issuers and investors who address these questions early save time with regulators and reduce liability risk, which is the foundation of a successful transaction in capital markets in Singapore.
Frequently asked questions
01Which SGX board should our company list on?
It depends on size, profitability and investor base. The Mainboard requires one of three quantitative tests based on profit, market capitalisation and revenue, and suits established businesses. Catalist has no quantitative thresholds; a sponsor assesses suitability and supervises the company after listing, which suits growth companies. The Global Listing Board is only for companies primary listed on the Nasdaq Global Select Market with at least S$2 billion market capitalisation. Consider transfer routes too: Catalist companies can later move to the Mainboard.
02How long does an SGX IPO take?
A well-prepared Mainboard or Catalist IPO commonly takes several months from appointing advisers to listing, and longer where the group needs restructuring or its accounts need conversion. The critical path usually runs through financial statements, due diligence and SGX's review, followed by the public comment period for the preliminary prospectus. Market conditions often decide the final launch date, so issuers should keep financial information current to preserve flexibility.
03Can we issue bonds without a prospectus?
Yes, if the offer is limited to institutional and accredited investors or another exemption applies. Most corporate bond issues in Singapore are wholesale and use an information memorandum rather than a registered prospectus. Selling restrictions in the documents limit resale to qualifying investors. Offers to retail investors need a registered prospectus and product highlights sheet, though seasoned issuers may benefit from streamlined disclosure.
04Who is liable if a prospectus is wrong?
The issuer, its directors, the issue manager and experts who consented to inclusion of their statements can face civil liability to investors who suffer loss, and serious cases can lead to criminal liability. The SFA provides defences where the person made reasonable inquiries and reasonably believed the statement was true or the omission was not material. A documented due diligence and verification process is the practical foundation of those defences.
05Are tokenised securities regulated in Singapore?
Yes. A digital token that has the characteristics of a share, debenture or unit in a collective investment scheme is a capital markets product, and the SFA applies to its offer, trading and the intermediaries involved, in the same way as for conventional securities. Issuers cannot avoid the prospectus regime by issuing in token form. Separate rules under the Financial Services and Markets Act 2022 apply to digital token service providers operating from Singapore.
06What are the main insider trading risks during a deal?
Anyone who holds price-sensitive information that is not generally available, including deal teams, advisers, family members and recipients of leaks, may commit an offence if they trade or encourage others to trade. Civil penalties are also available. Issuers should maintain insider lists, restrict information to those who need it, impose trading blackouts and prepare holding announcements. Enforcement is undertaken jointly by MAS and the Commercial Affairs Department.
07Do foreign companies need a Singapore presence to list on SGX?
Foreign issuers can list on SGX, but the listing rules impose additional requirements, such as resident directors or compliance arrangements, share transfer facilities and disclosure on their home-country legal framework. The Global Listing Board has its own requirements built around a Nasdaq primary listing. Foreign issuers must also obtain any home-country approvals for an overseas listing and plan how proceeds can be applied in their operating countries.
Sources and official materials
- Securities and Futures Act 2001 — Prospectus regime, exemptions and market misconduct
- MAS: Offers of securities and securities-based derivatives contracts — Prospectus requirement and exempted offers
- SGX Mainboard Rule 210 — Quantitative criteria, shareholding spread and board requirements
- SGX Catalist Rules — Sponsor-supervised listing regime
- SGX Global Listing Board Rules — Dual listing with Nasdaq Global Select primary listing
- Financial Services and Markets Act 2022 — Digital token service providers and wider MAS powers
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.
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