Singapore CMS Capital Markets Services License (Fund management)

Singapore CMS Capital Markets Services License (Fund management)

Comprehensive analysis of Singapore’s Securities and Futures Act(SFA) Admission criteria for regulated activities

Carrying out regulated fund management activities in Singapore,Usually required to obtain a Capital Market Services (CMS) license issued by the Monetary Authority of Singapore (MAS)。Application paths mainly include licensed fund management companies (LFMC) and venture capital fund management companies (VCFM),Specific categories should be based on investor type、Fund strategy、Judgment of asset classes and business arrangements。Hong Kong Huitong can assist applicants to prepare local companies、business plan、personnel、risk management、Anti-money laundering and ongoing compliance arrangements。

Release time:Content has been reviewed
Wang Yuxiang
Wang Yuxiang Core Compliance Team
Served:Singapore independent wealth management institution(EAM) & tax consulting
permanent residence:Singapore Experience:10 Year
Expertise in compliance areas:Singapore VCC Structure、Singapore FA license、family office。
personal note:Wang Yuxiang-Proficient in operating Singapore CMS and FA (financial advisor) license applications,Specialized in helping ultra-high-net-worth families to implement VCC fund structures in Singapore and apply for 13O/13U tax exemptions。
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. MAS Financial Business Types and CMS License Regulated Activities

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CMS license and fund management business scope

Singapore CMS license is issued based on regulated activities。Fund management is one of the regulated activities,Approval does not automatically cover securities transactions、Corporate Finance Consultant、product financing、hosting、Other activities such as real estate investment trust management or credit rating;If the business also involves other activities,It should be judged on a case-by-case basis whether it is necessary to add the corresponding license scope.。

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CMS license (Capital Market Services License)

Applicants should first sort by investor category、Fund structure、Investment decision-making authority、Asset Class、Marketing and distribution arrangements define scope of application,Then based onMonetary Authority of Singapore (MAS):Fund Management Company Licensing and Operation Guidelines (English)Preparatory staff、capital、Compliance、Risk management and going concern arrangements。

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What is covered by the CMS license 7 core business

CMS license can cover capital market product transactions、Corporate Finance Consultant、Fund management、Real Estate Investment Trust Management、product financing、Regulated activities such as custody services and credit rating。After the application is approved, you can only operate within the scope of activities and conditions listed in the license.。

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Fund management company (FMC)

Fund Management Company (FMC) is an investment portfolio management company、Institutions whose business is investment research or sub-consulting and other substantive fund management activities。MAS’s current fund management guidelines mainly distinguish between licensed fund management companies (LFMCs) and venture capital fund management companies (VCFMs)。

2. Core [Statutory Conditions] and Considerations for Applying for a CMS License

Market reputation and experience:Apply for company、shareholder、director、CEO and relevant professionals must meet fit and proper requirements,and prove their experience and proposed fund strategy.、Asset class and market match。Five-year retail fund management track record is an important evaluation factor for Retail LFMC,Not all FMC applicants must first operate in Singapore for five years。

Group and shareholder background:MAS will consider applicants、Regulatory records of holding companies and affiliated companies、Fund Management Track Record、Shareholder investment in Singapore operations,and equity、Funding sources and governance arrangements。Whether a parent company liability letter or other support measures are required,Determined by MAS on a case-by-case basis。

Local entities and management:The applicant should be a Singapore registered company,and has a dedicated、Safety、Physical offices for company directors and employees only。LFMC should have at least two directors,At least one of them shall be an executive director who is involved full-time in day-to-day operations and is resident in Singapore;The CEO should also be involved in operations full-time and be based in Singapore。

Capital and financial resources:The base capital for a fund management business depends on the type of investor and whether a collective investment scheme is managed。LFMC must also continue to maintain financial resources of no less than 120% of the total risk requirements;VCFM applies its special system,Group shareholder funding figures for other CMS activities should not be applied to other CMS activities。

MAS Core Assessment Factors:1) applicant、Suitability of shareholders and directors;2) Track record and expertise;3) Minimum financial requirements set by the SFA;4) Internal risk management and compliance systems;5) Business model/plan forecasts and related risks。

3. Singapore Fund Management Company (LFMC/VCFM) Finance、People and Compliance Requirements

FMC category Highlights of current requirements
Retail LFMC such as managing collective investment schemes issued to non-qualified or non-institutional investors,The base capital is10010,000 Singapore Dollars;If assets are managed for retail clients who are not collective investment schemes,The base capital is5010,000 Singapore Dollars。at least two directors,Each person must normally have five years of relevant experience;CEOs usually must have ten years of relevant experience;At least three people with five years of relevant experience、Relevant professionals who are resident in Singapore and involved in the business full-time,and at least three full-time representatives based in Singapore。Must be set up independently in Singapore、Dedicated compliance function。
Qualified Investor LFMC (A/I LFMC) Funds managed only for qualified or institutional investors,Base capital is usually2510,000 Singapore Dollars。At least two directors and one CEO;The relevant experience requirement for CEOs and directors is generally five years。At least two persons with five years of relevant experience、Relevant professionals who are resident in Singapore and involved in the business full-time,and at least two full-time representatives based in Singapore。Compliance arrangements should be set according to business size and complexity;When the asset management scale reaches or exceeds S$1 billion,Higher independent compliance function requirements apply。
Venture Capital Fund Management (VCFM) VCFM must hold a fund management CMS license,However, certain general financial and operating terms are waived。The company must be registered in Singapore and have a dedicated physical office;The CEO must be involved in the business full-time and be based in Singapore;at least two directors,at least one of which is an executive director;At least two full-time professionals and representatives based in Singapore。Each fund's non-qualifying investments may not exceed 20% of its committed capital, net of fund-level fees.,Other investments and funds are open、Redemption and investor categories subject to VCFM conditions。
joint continuing requirements Continued compliance with fit and proper、AML/CFT、conflict of interest、outsourcing、risk management、audit、Regulatory reporting and representative personnel requirements。LFMC should also implement independent custody of customer assets、Applicable arrangements such as independent valuation and client reporting。Specific obligations are subject to license conditions、Fund structure and current MAS notice verification。

4. [Statutory application process] and review timeline for obtaining a CMS license

step 1:Prepare statutory application forms and documents

Submit LFMC or VCFM application through MAS eLicensing system,Prepare company registration information、Equity and organizational structure、business plan、Management and Representatives、capital、Compliance、risk management、Audit and outsourcing information。VCFM application should be submitted according to the current MAS guidelines. 1。

step 2:Pay the non-refundable application fee

MAS’s current CMS fee guidelines set out,The application fee for a new CMS license is S$1,000 and is non-refundable;The application fee for existing licensees applying to add regulated activities or capital markets product categories is S$500。Submission and payment methods should be handled in accordance with eLicensing and MAS current notices。

step 3:appoint a representative (Representative)

LFMC shall notify the proposed representative through the CoRe system,Only persons listed on the public register of MAS representatives may carry out corresponding regulated activities。The VCFM must still identify professionals and representatives who meet its personnel requirements,and continue to comply with applicable competency and conduct requirements。

step 4:MAS review cycle

MAS expects to take up to 6 months to complete the review of FMC applications that have complete information and meet the admission standards.。If the business model is complex、Incomplete information or significant changes during the application period,Review may take longer,MAS may also require resubmission。

step 5:Letter of approval in principle (IPA) and licensing

After successful review,MAS can issue an in-principle approval letter (IPA)。Applicants typically have up to 6 months to complete their commitment、Conditions such as replenishing share capital or formally appointing key personnel;if there is good reason,MAS may extend for another 3 months at its discretion。Failure to meet conditions or business plans on time、Changes in key personnel,IPA may be withdrawn。

5. License fees and fund tax matters

Company license annual fee:The fixed annual fee for CMS fund management activities is S$4,000;When the same license includes other regulated activities,Fees are calculated based on the accumulation of applicable activities and MAS current rules.。

Representative fees:Representatives’ notices and annual fees should be based on their regulated activities、Appointment time and MAS current fee schedule calculation;The page does not mix corporate license fees and personal representative fees into one。

Fund management company tax:Singapore’s general corporate income tax rate is 17%。Qualified fund managers may separately evaluate incentives and other incentives from the financial sector,However, it is necessary to obtain approval and continue to meet the current personnel、Business and asset management conditions,Old thresholds cannot be considered automatically applicable。

Fund entity tax:Funds managed by Singapore fund managers can be assessed on the basis of structure 13O、13Class U tax exemption plan。Eligibility、Minimum assets、professionals、Spending and local investment conditions may be adjusted,The current rules of the Singapore Inland Revenue Authority and relevant authorities shall prevail.。

6. Post-licensing business start-up and ongoing supervision

Six months start-up period:After FMC obtained the CMS license,If the fund management business has not been launched within six months from the date of licensing,The license will be invalid。Once a license is issued, applicable regulatory obligations must continue to be fulfilled。

Continuous Compliance:Licensed institutions must maintain capital、personnel、risk management、AML/CFT、conflict of interest、outsourcing、Audit and regulatory reporting arrangements,And check whether MAS approval or notification is required before major business or personnel changes.。

public directory:After the fund management CMS license expires or is canceled,MAS will remove the institution from the list of financial institutions;The institution shall also not continue to represent to the outside world that it is authorized to carry out the relevant regulated activities。

7. Hong Kong Huitong’s one-stop licensing and compliance services

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CMS license full case agency

Assist in defining application pathways for LFMC or VCFM,Prepare your company through eLicensing、Equity、personnel、business plan、Capital and supporting information,And ensure that the application scope is consistent with the actual fund structure and investment process。

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Internal compliance and audit arrangements

Assist in establishing compliance commensurate with the size of the business、risk management、AML/CFT、outsourcing、Audit and regulatory reporting arrangements,and reconcile ongoing financial resources and reporting obligations against the actual license category of LFMC or VCFM。

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Tax Planning and FSI-FM Application

Evaluate the applicable Singapore fund tax arrangements and application conditions based on the fund structure,Customers are also reminded to check the continued qualifications of fund management companies and fund entities respectively.、Declaration and information retention requirements。

8. Singapore CMS License and Fund Management Core Questions and Answers (FAQ)

1. What is a Singapore CMS license?+

A Capital Markets Services License (CMS) is a license issued by the Monetary Authority of Singapore (MAS) for specific regulated activities.。Fund management is one of the activities;Applicants may only engage in activities specified in the license、Operating within products and conditions。

2. What businesses can be carried out after a CMS license is approved?+

CMS license can cover capital market product transactions、Corporate Finance Consultant、Fund management、Real Estate Investment Trust Management、product financing、Regulated activities such as custody services and credit rating。Applicants should apply item by item based on actual business,Approval for one activity will not automatically obtain permission for other activities。

3. What are the market reputation and funding requirements for the applicant company to apply for a CMS license?+

MAS will assess the applicant、shareholder、director、Are the CEO and representatives suitable candidates?,Does the team’s experience cover the proposed asset class?、Markets and Investment Strategies,and capital、risk management、Are compliance and governance aligned with the business?。Retail LFMC also has other evaluation factors such as retail fund management track record and group asset management scale.。

4. What are the residency requirements for directors and CEOs to apply for a CMS license?+

LFMC should have at least two directors,At least one of the executive directors is involved full-time in day-to-day operations and is based in Singapore;The CEO should also be involved in operations full-time and be based in Singapore。Applicants must be registered companies in Singapore,Dedicated、Secure physical office。

5. in singapore,What are the main categories of fund management companies (FMCs)?+

MAS’s current Fund Management Licensing Guidelines use FMC to collectively refer to LFMC and VCFM。LFMC is divided into Retail LFMC and A/I LFMC according to customer scope.;Managers who meet the requirements of venture capital funds can apply for the VCFM path。

6. What is a Retail LFMC (Publicly Licensed Fund Management Company)? How demanding is it?+

Retail LFMC can manage funds for retail clients。According to business structure,Base capital is usually S$500,000 or S$1 million;At least two directors with relevant experience、A CEO with ten years of relevant experience、Three relevant professionals with five years of relevant experience,and at least three full-time representatives based in Singapore,and set independent、Dedicated local compliance function。

7. What is an A/I LFMC (Accredited Investor Licensed Fund Management Company)?+

A/I LFMC only manages funds for qualified or institutional investors,Base capital is usually S$250,000。at least two directors、a CEO、Two relevant professionals with five years of relevant experience,and at least two full-time representatives based in Singapore。Compliance arrangements are determined based on asset management scale and business complexity。

8. What are the hard limits on the investment targets of venture capital fund managers (VCFM)?+

The amount used by each VCFM fund for non-qualified investments,Must not exceed 20% of committed capital after deducting fund-level fees;The remaining committed capital must be invested in eligible products directly issued by unlisted companies that have been established for no more than ten years in accordance with MAS rules.。The fund shall not remain open for subscription,Nor may they be redeemed at the discretion of the investor,And only for approved categories such as qualified or institutional investors。

9. What are the main differences between VCFM and general LFMC?+

VCFM can only manage funds that meet the qualifications for venture capital investment,and are exempted from certain general financial and operating terms;But you still need to hold a fund management CMS license,and meet local companies、office、Management、fit and proper person、AML/CFT、Conflicts of interest and ongoing reporting requirements。

10. When MAS assesses a CMS license application,What core factors will be considered?+

Main considerations:1) applicant、The fitness and propriety of its shareholders and directors;2) Track record and fund management expertise;3) Meet the minimum financial requirements set by the SFA;4) Strong internal risk management and compliance system;5) Business model/plan forecasts and associated risks。

11. What forms do I need to fill out and how much does it cost to apply for a LFMC or VCFM license?+

LFMC and VCFM apply through the MAS eLicensing system。MAS’s current CMS fee guidelines set out,The application fee for a new CMS license is S$1,000 and is non-refundable;The application fee for existing licensees applying to add regulated activities or product categories is S$500。specific form、Payment methods and submission requirements are subject to the current guidelines of the system and MAS.。

12. How long does the Monetary Authority of Singapore (MAS) usually review?+

MAS expects to take up to 6 months to complete the review of FMC applications that have complete information and meet the admission standards.。Business is complex、It may take longer if the information is incomplete or there are major changes during the application period,and may need to be resubmitted。

13. What is an In-Principle Approval (IPA)?+

The In-Principle Approval Letter (IPA) sets out the conditions that need to be completed before the official license is issued.,For example, commitment、Top up share capital or formally appoint key personnel。Applicants usually have up to 6 months to complete;if there is good reason,MAS may extend for another 3 months at its discretion。

14. After obtaining the license,How much annual fee does an FMC company need to pay?+

There is a fixed annual corporate fee of S$4,000 for CMS fund management activities。Fees for representatives and other regulated activities under the same license shall be calculated separately according to the current MAS fee schedule。

15. What tax incentives does Singapore have for fund management companies (FMCs)?+

Singapore’s general corporate income tax rate is 17%。Fund managers and fund entities can evaluate financial sector incentives based on the actual structure、13Arrangements such as O or 13U,However, it is subject to obtaining applicable approvals and continuing to meet current conditions.,You cannot automatically enjoy discounts just by holding a CMS license。

9. The activities covered by the CMS license must be confirmed item by item first.

Singapore CMS licenses are classified according to regulated activities,Fund management、Securities trading、corporate finance、Access conditions for leveraged foreign exchange and other activities are not the same。Applicants should first click on the customer、product、Permissions、Charge and transaction process split business,Then decide the scope of application。

The same group holds licenses in other countries or regions,It will not automatically replace the Singapore CMS license;MAS will press the local entity、Representatives、risk management、Separate review of financial resources and ongoing compliance arrangements。

10. Relevant regulations、Regulatory information and further reading

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