Key proposed measures under the framework
We summarise the key measures under the proposed SFO framework in the table below.
|Class exemptions and Qualifying Criteria
Under the proposed framework, MAS will no longer be granting applications from SFOs for licensing exemptions on a case-by-case basis. Instead, MAS will introduce a class licensing exemption for SFOs. For an SFO to conduct fund management in Singapore under the class exemption, the SFO must be able to meet the following four key criteria (collectively, "Qualifying Criteria"):
- The SFO must be wholly owned, whether directly or indirectly by members of the same family
- "Family members" is proposed to be defined as lineal descendants of a common ancestor, whether living or deceased. Current and former spouses, adopted children, and current and former stepchildren are included in this definition.
- The family may define its members by reference to the lineal kinship to a designated common ancestor but it should not be too remote.
- Fund management must be conducted for or on behalf of:
- Family members, including any family trusts and corporations which are wholly owned by, and for the sole benefit of the family.
- Charitable organisation(s) which are funded exclusively by the family.
- The SFO will also be permitted to conduct fund management for its chief executive officer (CEO) and executive directors.
- The SFO must be incorporated in Singapore
- This is so that the SFO will be subject to beneficial ownership disclosure requirements under Singapore law.
- The SFO must establish and maintain business relations with at least one MAS-regulated financial institution.
- This is so that the SFO will be subject to anti-money laundering and countering the financing of terrorism checks by the MAS-regulated financial institution.
In addition to the above, an SFO will be required to have, at all times, an employee who is a resident in Singapore who will serve as a point of contact between the SFO and MAS.
|Notification and annual reporting requirements1
New SFOs will be required to notify MAS and confirm their ability to comply with the Qualifying Criteria within seven days of commencement of their operations in Singapore. In the notification to MAS, an SFO will need to furnish the following:
- A legal opinion supporting its satisfaction of Qualifying Criteria (1) and (2) above.
- Key particulars of the SFO, specifically:
- Name, UEN and date of incorporation.
- Name, country and date of incorporation of the fund vehicle.
- Name(s) of the MAS-regulated financial institution(s) that the SFO has established and maintained business relations with.
- Name of the law firm that provided the legal opinion under (a) above.
- Amount of assets to be managed by the SFO.
- A signed declaration by all the family members who own the SFO ("Ultimate Owners"), CEO, and director(s) to MAS declaring that:
- Its Ultimate Owners are currently not the subject of any investigation by authorities, or the subject of any civil or criminal proceedings whether in Singapore or elsewhere.
- Its Ultimate Owners, CEO and director(s) have never been convicted of a serious crime or been involved in money laundering/terrorism financing/proliferation financing.
- It does not and will not engage in any activity with designated persons or entities (i.e., individuals or entities in the United Nations lists or any other list found on the MAS website under "Lists of Designated Individuals and Entities"), whether directly or indirectly.
- A signed declaration by all the family members who own the SFO, CEO, and director(s) to MAS declaring that it fulfils all the conditions to be exempted under the class licensing exemption criteria.
Upon filing of the notification, no acknowledgement from MAS is needed to commence operations in Singapore, and MAS does not intend to list SFOs on its Financial Institutions Directory.
Additionally, SFOs will be required to submit to MAS an annual return within 14 days after the end of each calendar year to report their:
- Total assets under management.
- Name(s) of the MAS-regulated financial institution(s) with whom they have established and maintained business relations with as at the end of the calendar year.
Proposed transitional arrangements
MAS proposes a transitional period of six months from the effective date of the proposed SFO framework for all SFOs with existing licensing exemptions to confirm their ability to comply with the new Qualifying Criteria and notify MAS of the same2.
The existing licensing exemption that an SFO has been relying on prior to the implementation of the new SFO framework would either be withdrawn upon the SFO's filing of the requisite notification to MAS, or, at the end of the transitional 6-month period, whichever is earlier. SFOs that have filed the notification with MAS are allowed to continue operating in Singapore without the need to obtain MAS' acknowledgement. SFOs that are unable to meet the Qualifying Criteria (and are thus unable to file the notification), and continue to carry on business in fund management after the transitional 6-month period will be considered to be in breach of the SFA.
The MAS seeks comments on this consultation paper by 30 September 2023, 11.59 PM.
If you have any feedback or questions, please do not hesitate to contact us.
1 MAS will be providing further details on the mode of submission for the proposed notification and annual returns for SFOs at a later stage and prior to the implementation of the new SFO framework.
2 Note that where an SFO had applied for tax incentive under Section 13O or Section 13U of the Income Tax Act and furnished a legal opinion to MAS as part of its application, the SFO will also be required to obtain a new legal opinion that the SFO meets the Qualifying Criteria.
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