Singapore Legal Bicentennial: The Development of Singapore’s Corporate and Securities Law Over the Last Two Centuries
From its origin as a colonial administration to its present status as a first world sovereign metropolis, the development of Singapore’s corporate and capital markets legal regime in the past two centuries reflects the country’s broader social, economic and cultural transformation.
The key milestones of Singapore’s transformation from a trading outpost to a leading global financial centre can be summarised as follows:
Foundational Period (1819 – 1980s): Establishing Sovereignty and Basic Frameworks
From Singapore’s founding by Sir Thomas Stamford Raffles in 1819 to its independence in 1965, Singapore’s legal development has been closely tied to its British colonial heritage. The Second Charter of Justice established a court with English-equivalent civil and criminal jurisdiction in Singapore and was traditionally perceived to have introduced English common law, equity and pre-1826 English legislation into Singapore. This charter provided legal certainty and commercial familiarity in a nascent trading settlement.
After gaining independence in 1965, Singapore’s legal system evolved into an autochthonous framework curated to the nation’s specific needs and unique circumstances. Previously reliant on entrepot trade with a modest manufacturing sector, Singapore made rapid economic transformation. Through eclectic adoption and adaptation of the common law, coupled with robust enforcement, Singapore shaped its legal system in tandem with its development as a financial metropolis in Asia. The government established international trust and confidence essential to attracting foreign investments.
Prior to 1967, the Companies Ordinance 1940, which was modelled after the English Companies Act 1929, remained the principal corporate statute.
Thereafter, the Companies Act 1967, Singapore’s first major independent corporate statute, was enacted. Whilst it was largely based on the Malaysian Companies Act (1965 edition), it represented an important step towards localisation of the country’s corporate law. The Companies Act 1967 laid the groundwork for a corporate regime focused on basic incorporation, administration, and creditor protection that was needed for the developmental stage of Singapore’s economy.
Institutional accountability was strengthened with the enactment of the Monetary Authority of Singapore (MAS) Act in 1970, and the birth of the eponymous financial services regulator in 1971.
In 1973, the Securities Industry Act 1973 was established. This provided a statutory framework for regulating the securities markets in Singapore. The same year, the Stock Exchange of Singapore was formed and established its listing rules. These legal and regulatory developments reflected Singapore’s emphasis to institutionalise an orderly Singapore securities market.
The key focus during this formative period was building foundational legal structures, ensuring basic corporate governance, market regulation and building investor confidence in a young and evolving economy. The foundations of Singapore’s statutes and regulations, derived from the common law, shaped the contours and practices of Singapore’s legal profession. Over time, new laws and targeted legislative amendments morphed the framework and substance of the principles governing Singapore’s financial and capital markets.
Modernisation and Liberalisation (1980s – Late 1990s): Embracing Market Economics and Global Standards
The economic recession of 1985 prompted a reassessment of market practices and regulatory structures. The Companies (Amendment) Act 1987 introduced tighter regulatory standards, which signalled a growing appreciation of the importance of corporate governance as an indispensable component to hard-wire economic resilience. For corporate managers and their legal advisers, these legislative changes marked a shift from a merit-based system to a disclosure-based regime, under-pinned by corporate governance best practices that place strong emphasis on management integrity and accountability to stakeholders of corporations.
The Securities Industry Act 1973 was replaced with the Securities Industry Act 1986 and, later, the Securities and Futures Act 2001. This marked a move towards a more comprehensive and modern capital markets regulatory framework. These reforms also reflected Singapore’s increasing engagement with international standards, including those promulgated by the International Organisation of Securities Commissions.
The Singapore Code on Take-overs and Mergers, first introduced in 1974, was refined over the years, with the latest edition in 2019.
In 1977, MAS played a predominant role in regulating the securities and futures industries, including the insurance and banking fields.
Towards the late 1990s, Singapore began a transition towards a disclosure-based regime, granting companies greater latitude to access capital markets while placing increased emphasis on transparency and informed investor decision-making.
Singapore’s corporate legal reforms in the 1980s to 1990s expanded regulatory oversight in tandem with its economic development, reflecting the nation’s aim to establish itself as an international financial centre underpinned by a robust regulatory and enforcement system of Singapore’s corporate and capital markets. Legal evolution requires lawyers to remain vigilant and responsive to legislative and regulatory developments. Lawyers were required to learn and gain a thorough understanding of the evolving legal and regulatory landscape to develop the requisite know-how and expertise to guide corporate clients through complex market products, and to navigate the attendant multifaceted regulatory frameworks and thickets of rules.
Strategic Review and Enhancement (Late 1990s – 2010): Post-Asian Financial Crisis and Competitiveness Drive
The Asian Financial Crisis underscored the need for robust corporate governance and regulatory coherence. December 1999 marked the appointment of the Company Legislation and Regulatory Framework Committee (CLRFC), which was pivotal to conducting a coherent and comprehensive review of Singapore’s corporate law framework, informed by domestic experience and international best practices.
The recommendations of the CLRFC were progressively implemented through a series of amendments to the Companies Act from 1999 to 2005. In 1999, the Companies Act criminalised any person who acted as a director or manager of a company while being an undischarged bankrupt.
Major amendments were made to the Companies Act in 2002, notably, the introduction of the limited partnership and limited liability partnership business structures, the simplification of incorporation and maintenance procedures for private companies, and the threshold for compulsory share acquisition. For lawyers, these reforms meant a greater diversity of business structures and consequently, more complex legal advisory roles. As companies navigated these changes, lawyers had to stay ahead of evolving regulations and tailor their advice to the new landscape.
More significant changes were made with the Companies (Amendment) Act 2004, and subsequently the Companies (Amendment) Act 2005.
Singapore’s corporate governance was further enhanced with the enactment of the statutory derivative action in 1993, which was a significant milestone for the protection of minority shareholders. Singapore progressed from a merit-based regime for public companies to a disclosure-based model in 1997.
The Companies Act began codifying the general management powers of directors, duties of disclosure of conflicts of interest, and duties not to misappropriate company assets and breach of directors’ fiduciary duties.
Following the Companies (Amendment) Act 2005, the Companies Act 2006 strengthened creditors’ protection by imposing restrictions on a company’s provision of financial assistance for the acquisition of its own shares. It also empowered creditors to declare that a person engaged in fraudulent trading is personally liable for the debt of the company.
In 2004, the Accounting and Corporate Regulatory Authority (ACRA) was formed by merging the Registry of Companies and Businesses and the Public Accountants Board, and a one-stop regulator was created for company registration and accounting standards. Greater administrative efficiency came with ACRA’s launch of the BizFile+ portal, which streamlined filing requirements and processes for businesses.
The first Code of Corporate Governance that was formalised in 2001 and applicable to all listed companies came into effect in 2003. The code was significantly revised in 2005 to strengthen the disclosure framework for directors.
The development of Singapore’s corporate laws and regulations during this period emphasised enhancing transparency, accountability, and investors’ protection to boost international confidence and Singapore’s attractiveness as a financial and business hub.
Collectively, these reforms reflected a period of introspection and consolidation—an effort to reinforce trust, accountability and resilience in the corporate sector in the wake of regional instability.
Comprehensive Reform and Global Leadership (2010 – Present): Agility, Innovation, and Sustainability
After extensive review and public consultation, the Companies Act 1967 was repealed and replaced with the Companies Act (Chapter 50) in 2006, which came into full effect with the Companies (Amendment) Act 2014 and Companies (Amendment) Regulations 2016.
The Companies Act amendment was a significant milestone in Singapore’s corporate law reform. The new framework sought to balance flexibility with accountability. Key changes included simpler criteria to be registered as a “small company” exempt from audit requirements and mandatory annual general meetings.
New solvency tests were introduced for capital reductions and financial assistance to apply uniformly to all transactions, allowing more flexible options for mergers and amalgamations. Corporate governance was strengthened through more stringent disclosure requirements for nominee directors, refined director duties and shareholder remedies.
In the last decade, several initiatives aimed to enhance the competitiveness of Singapore’s capital markets. Key measures included the introduction in 2018 by the Singapore Exchange (SGX) Regulation (SGX RegCo) of a listing framework for companies with dual class share structure, the launch by MAS in 2019 of the S$75 million Grant for Equity Market Singapore Scheme (GEMS), and the Variable Capital Companies Act 2018 (VCC Act) which took effect in 2020.
The VCC Act, which introduced Variable Capital Companies (VCC), created a novel and flexible corporate structure specifically tailored for investment funds. Designed to strengthen Singapore’s position as an asset management hub, the VCC offered an alternative investment vehicle influx that blended features of the traditional corporate form with elements of hybrid structures popular in other leading financial markets at the time of the enactment of the VCC Act. This development expanded the range of structuring options on which lawyers could advise their fund management clients and to cater to the growing market for family offices.
In 2022, the S$1.5 billion Anchor Fund @ 65, was established jointly by the government and Temasek, to support promising high-growth enterprises to raise capital through listings in Singapore.
The SGX RegCo also launched the Special Purpose Acquisition Companies framework in 2022 to provide an alternative capital-raising avenue for high-growth companies, which allow such enterprises a faster time to market.
Collectively, these measures aim to attract innovative and high-growth companies to list on the Singapore bourse.
Apart from improving market competitiveness and innovation, measures to develop the corporate law scene holistically were also introduced. Sweeping revisions were made to the Code of Corporate Governance in 2012 and 2018, emphasising board independence, diversity (including gender diversity), business sustainability, internal risk governance and remuneration-linked risk management, as well as stakeholder engagement beyond pure shareholder primacy.
Singapore also made significant inroads to incentivise corporates to promote good practices in the environmental, social and governance areas. In 2021, SGX RegCo mandated sustainability reporting for listed companies in line with the recommendations of the Task Force on Climate-related Financial Disclosures. This enhanced the transparency of climate-related disclosures by listed companies in Singapore.
In 2022, MAS and SGX RegCo jointly launched ESGenome, a disclosure portal for listed companies to voluntarily make climate-related financial disclosures. The expansion of sustainability reporting requirements underscored a growing recognition that corporate accountability extends beyond financial metrics.
In 2024, MAS’ investigative and enforcement powers against corporate miscreants were expanded. ACRA’s scope of such powers were also widened with the Corporate Service Providers Act 2024 and its regulations.
Greater enforcement powers accorded to SGX RegCo were introduced in August 2021, including its ability to issue public reprimand and compel listed companies to comply with its directives.
The BizFile+ portal was further revamped in 2024 to ensure seamless online corporate filings and transactions, streamlining digitalisation.
The Corporate Restructuring and Insolvency Regime implemented pre-packaged schemes of arrangements and adopted the United Nations Commission on International Trade Law’s Model Law on Cross-Border Insolvency.
Collectively, such regulatory reforms were implemented to maintain Singapore’s competitiveness, foster innovation (particularly in areas such as fintech and asset management), promote sustainable and responsible business practices, enhance ease of conducting businesses – especially for small and medium-sized enterprises (SMEs) – and strengthen Singapore’s reputation as a trusted international dispute resolution centre.
The regulatory reforms underpinned various significant developments. The laws governing Singapore’s corporate regulatory regime were shaped to support national economic goals of attracting foreign direct investments, developing financial services, and facilitating the growth of SMEs. Global best practices serve as reference points for Singapore when the government considers adopting international regulatory standards.
The regulatory authorities have demonstrated continual stakeholder engagement by seeking extensive public and industry consultations prior to introducing and formalising reforms to the corporate regulatory regime in Singapore.
In 2024, the government formed a review committee headed by a Cabinet minister to boost Singapore’s attractiveness as a venue for initial public offerings and secondary listings. The review committee’s recommendations are broadly categorised to target three key areas – supply, demand and connectivity/trading.
Supply
In 1H 2025, the review committee announced its first set of measures, which included listing corporate income tax rebate, and enhanced concessionary tax rate for new fund manager listings, to attract entities and fund managers to list in Singapore.
The regulatory regime for issuers has also shifted to a full disclosure-based system. This system has been adopted after the review committee’s recommendation to streamline SGX RegCo’s qualitative admission criteria. The new regulatory regime will focus on comprehensive disclosure of material information by issuers in their offer documents in place of the hitherto hybrid prescriptive regime that has been the policy of the SGX RegCo.
SGX RegCo has refined the quantitative and qualitative admission criteria for the SGX-ST Mainboard, which include lowering the profit test threshold for new listings from S$30 million to S$10 million, and requiring disclosure of material issues such as conflicts of interest and weaknesses in internal controls.
Demand
The GEMS scheme is expected to be enhanced with additional funding of S$50 million and expanded to include research coverage on pre-initial public offering companies and mid- and small- cap entities, in the hope of raising awareness of such enterprises to support investor demand and valuations.
The review committee also recommended an adjustment to the existing Global Investor Programme (GIP), administered by the EDB to attract high-net-worth individuals, business owners and entrepreneurs keen on substantial investments in Singapore.
Following the review committee’s proposal, an option in the GIP will require Single Family Office applicants to deploy at least S$50 million into Singapore equities, to bolster capital injections into Singapore’s trading market.
MAS and the Financial Sector Development Fund (FSDF) also launched a S$5 billion Equity Market Development Programme (EQDP). Under the programme, MAS will invest in commercially viable strategies actively managed by asset managers in Singapore with a strong focus on Singapore listed equities.
The EQDP’s goal is to incentivise fund managers to attract more retail and institutional investor interest which will enhance trading liquidity, improve price discovery, facilitate fair valuations post-listing, and widen investor participation beyond large-cap stocks. As of November 2025, there are 9 appointed asset managers with a total capital deployed of S$3.95 billion.
MAS and SGX will also launch a “Value Unlock” programme to assist listed companies in investor engagement and shareholder value creation, including allocating S$30 million from the FSDF to fund two grants to build capabilities in articulating compelling value propositions and building effective investor relationships.
Connectivity/Trading
In January 2026, MAS and SGX jointly announced the proposed establishment of a new listing bridge to enable qualifying companies to dual list on the SGX and Nasdaq.
The proposed Global Listing Board (GLB) aims to attract quality high-growth companies in Asia with market capitalisation of S$2 billion and above to raise capital from investors in the United States and in Singapore.
Various initiatives that have been introduced such as the Anchor Fund @ 65 and EQDP, will also support fundraising and trading liquidity for promising high-growth companies on the GLB, which is envisaged to go live around mid-2026. Both Anchor Fund @ 65 and EQDP will each be further enhanced by S$1.5 billion as recently announced in Budget 2026, reflecting the government’s long-term commitment to strengthening the equities market amid global market uncertainties.
SGX has also recently announced the proposed reduction of the board lot size for Singapore-listed securities trading above S$10. The rule change is to lower the minimum investment size for higher-priced securities, catalyse active trading by investors in the Singapore market, and enhance market liquidity for the Singapore bourse.
The SGX has also proposed to discontinue aligning the minimum bid size of Renminbi, Japanese Yen and Hong Kong Dollar securities and futures contracts traded on SGX-ST with those in their respective home markets; such alignment may only be necessary on a case-by-case basis to support liquidity on SGX-ST.
Overall, the holistic proposals put forth by the review committee has resulted in an increase of new listings from both foreign and local companies on the Singapore bourse.
MAS has indicated that an Equity Market Implementation Committee will be created to oversee implementation and adaptation of the review committee’s proposals over the next 1 to 2 years.
Market developments also prompted MAS to publish a consultation paper in May 2025 on updates to the Takeover Code, to ensure greater certainty and fairness, including regulating assets sale by the offeree that can potentially frustrate a general offer for voting rights.
The Singapore government announced on 13 February 2026 the formation of a new workgroup aimed at enhancing the country’s growth capital ecosystem to bridge the gap between private funding and public listings, creating a smoother pipeline from venture capital stage to initial public offerings.
As Singapore celebrates its legal Bicentennial, the evolution of its corporate and securities laws traces the nation’s journey from a colonial outpost to a global metropolis. What began as an imported legal system, shaped by common law traditions, has become a distinctly Singaporean framework, tailored to local needs but responsive to global market developments.
Singapore’s corporate law has evolved from a compliance-based regime into a sophisticated, principles-based system, supported by internationally recognised dispute resolution mechanisms.
Singapore’s latest legal and regulatory developments seek to balance investor protection and governance with business-friendly flexibility; and traditional legal doctrines with new rules necessary to sync with technological progress and rapid economic transformations fueled by artificial intelligence.
This transformation reflects the adaptability of Singapore’s legal institutions and underscores corporate law’s role in nation-building – both as a stabilising force and a sustainable catalyst for economic progress.
As Singapore’s legal industry progresses into its third century, the continually evolving corporate legal landscape has morphed in tandem with Singapore’s economic and financial developments. Lawyers will continue to play a key role in guiding clients through the profound legal changes in an era of rapid geo-political developments and technological transformations.
An abridged version of this article was written by the author and earlier published in the Singapore Business Times on 6th August 2025, in conjunction with the 60th Anniversary celebrations of Singapore’s Independence on 9th August 1965.
