Singapore: Law of Offshore
Investment Company Law
Investment companies are regulated by the MAS, the Securities and Futures Act (as amended) and the Code on Collective Investment Schemes.
Companies that issue to the public units in a collective investment scheme or a business trust are required to issue a prospectus, which must be registered with the MAS before being circulated. The MAS may exempt the requirement for a prospectus in certain circumstances (e.g. where the requirement would be unduly burdensome).
Also, the prospectus requirements may be dispensed with where there is a private securities placement to no more than 50 persons within any 12-month period, subject to conditions. Generally, though, private placements without a prospectus, and where MAS exemption does not apply, are not permissible.
An offering to the public in Singapore of an exchange-traded fund (ETF) based in another jurisdiction, and which, on application to the MAS by the ETF itself or the foreign manager of the ETF, has been recognised by the MAS, must also comply with the prospectus rules. Whether the ETF will be recognised by the MAS depends on a number of factors, such as the ETF's investment guidelines being similar to those under the Code, the ETF's country of origin providing similar protection to that available in Singapore, and ensuring the ETF has a representative to liaise between investors and the fund's foreign manager.