Corporate Finance Advisory Licensing in Singapore

INTRODUCTION TO CORPORATE FINANCE ADVISORY

Singapore companies that intend to provide Corporate Finance Advisory Services such as advising on corporate mergers and acquisitions (M&A) and providing advice on fundraising through an initial public offering (IPO), would need to hold a Capital Markets Services (CMS) licence for advising on corporate finance (even if they are already holding a licence for other regulated activities), unless they meet the criteria for an exemption as set out by Monetary Authority of Singapore (MAS).

EXEMPTIONS

Some of these exemptions include corporate finance advisors that fall under the following categories:

1. Corporate finance advisors that serve only accredited investors, expert investors or institutional investors. The advice provided must not be for the offer of capital markets products to the public, nor be circulated to the investors’ shareholders, if the investor is a public company or listed on an exchange.

2. Corporate finance advisors that provide advice to a related company and the advice is not for the offer of capital markets products to the public, nor circulated to the related company’s shareholders, if the related company is a public company or listed on an exchange.

3. Companies that already hold a licence to operate as a bank, merchant bank, finance company or insurance company and regulated by MAS. Such companies are exempted from holding a corporate finance advisory licence, but will be required instead to comply with the representative notification and business conduct requirements under the SFA.

APPLICATION

Exemptions can be applied by applying with MAS and within 14 days of commencement of business. Our professional fees for applying for such an exemption is one-off and each year, it is mandatory to file annual declaration to MAS and a Notification of changes, if any.

To understand more the above relevant fees and obligations, reach out to us either over whatsapp or contact us here.

ONGOING COMPLIANCE OBLIGATIONS

All corporate finance advisors, be it those holding a CMS licence or is an exempt corporate finance advisory firm, are required to put in place policies, procedures and controls that commensurate with the nature, scale and complexity of their business.

This includes having appropriate compliance function or outsourced to ensure their compliance with relevant laws and regulations, including MAS’ requirements on anti-money laundering and countering of terrorism financing. CMS licence holders and exempt corporate finance advisory firms are required to comply with MAS Anti-money laundering/Countering financing of terrorism (AML/CFT) notices and guidelines. Such a function is commonly outsourced as it is costly to hire such a professional full time in Singapore. More about compliance outsourcing in Singapore here.

MAS has recently published Notice SFA 04-N21 on Business Conduct Requirements for Corporate Finance Advisors and this Notice imposes mandatory baseline standards of due diligence and conduct requirements for Corporate Finance Advisors. Do reach out and let us know if any assistance is needed in this area in terms of maintaining compliance with MAS or find out more about other regulatory compliance services.

EXEMPTION STATEMENT FOR EXEMPT CORPORATE FINANCE ADVISER

Upon registration with MAS, such an Exempt Corporate Finance Adviser can use such a statement as an assurance in prospecting and client engagement documentation and marketing materials.

“XXX Advisory Pte. Ltd. is an Exempt Corporate Finance Adviser under the Securities and Futures Act (Cap. 289) of Singapore. While exempt from licensing requirements, we provide professional advisory services in terms of non-public fund raising (Equity), M&A, divestments, and corporate restructuring, ensuring strategic and compliant financial solutions for our clients. Such services are offered exclusively to accredited and/or institutional investors."

OTHER EXEMPTIONS

Here are some examples of other exemptions under the Monetary Authority of Singapore (MAS) regulatory regime, particularly under the Securities and Futures Act (SFA). These exemptions allow certain entities or individuals to carry out regulated activities without holding a full licence, provided they meet specific conditions.

o Exempt Fund Managers

o Exempt Investment Advisers

o Private Placement

MARKET CONFIDENTIALLY AND LAWFULLY

It is advisable any company intending to provide corporate finance advisory services to carefully assess their regulatory obligations under the Securities and Futures Act (Cap. 289), enabling them to advise on corporate finance matters lawfully and confidently. Engaging in regulated activities without the proper exemption or licence may result in regulatory breaches and penalties.

At Adept Corporate Services, we specialise in licensing and regulatory advisory, setting up company in Singapore by foreigner, compliance outsourcing, fund & corporate accounting, investors’ KYC, corporate secretarial compliance, and CRS & FATCA registration & annual reporting. Our team has extensive experience supporting exempt corporate finance advisers, fund managers, and licensed entities in their setup, compliance and ongoing obligations.

By securing the appropriate exemption, companies can market their services both confidentially and transparently to qualified investors without contravening MAS regulations. We encourage clients to assess their status early and contact us to ensure timely registration and continued compliance with MAS requirements.

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