Fund Finance Laws and Regulations 2026 – Singapore Overview

Overview – looking at Singapore

Singapore’s private markets: cautious optimism amid policy tailwinds

Singapore, like much of Asia-Pacific, is exhibiting tentative signs of recovery even as geopolitical risks temper investor sentiment. Fundraising remains subdued, but aggregate deal value rose in 2024 versus the prior year. Notably, Southeast Asia’s private equity market staged a strong rebound, with deal value up 60% to US$16 billion compared with 2023, underscoring renewed momentum in the region’s dealmaking activity.¹

Anchored by its deep financial infrastructure and robust regulatory regime, Singapore continues to serve as the regional origination and structuring centre for Southeast Asia. Bain & Company’s 2024 Southeast Asia Private Equity Report attributes the region’s recovery primarily to Singapore and Indonesia, with substantial capital allocations to digital infrastructure assets providing a key lift to overall deal value.²

Institutional support remains a defining feature of Singapore’s market development. In March 2025, the Ministry of Trade and Industry Singapore unveiled a US$770 million Private Credit Growth Fund and a US$154 million Long Term Investment Fund to catalyse enterprise expansion and deepen private credit markets.³

Complementing this domestic agenda, the Singapore Government announced in November 2024 up to US$500 million in matching concessional capital for the Financing Asia’s Transition Partnership (FAST-P), a blended finance platform led by the Monetary Authority of Singapore (MAS) to mobilise public, private, and philanthropic capital towards decarbonisation and climate resilience across Asia.⁴

Taken together, these initiatives reinforce Singapore’s ambition to entrench its position as a premier hub for private markets and sustainable finance in the region.

Private equity rebound in Southeast Asia: Singapore leads the recovery

Singapore led the rebound in the Southeast Asia private equity market in 2024 by securing US$7.6 billion of capital investment in companies that are not publicly traded, nearly half of the US$16 billion raised across Southeast Asia.⁵ The figure is an increase from US$4.2 billion in the year before, when the region raised US$9.9 billion. Singapore also dominated the region in deal count, with 60 of the 98 transactions in 2024.

Some of the largest private equity investments in 2024 involved Singapore-based firms, including a combined investment of US$1.3 billion by KKR and Singtel in ST Telemedia Global Data Centres, and the acquisition of PropertyGuru by EQT for US$1.1 billion.

Exit activity in Southeast Asia also increased by 30% in value, driven mostly by deals in Singapore and Malaysia.⁶ Major Singapore-based exits included the acquisition of Eu Yan Sang by Mitsui & Co and Rohto Pharmaceutical for US$594 million.⁷

Several structural trends underpin the optimism around Southeast Asia’s private equity market. Demographic advantages – a young and growing population – paired with rapid urbanisation and ongoing digital transformation continue to make the region attractive to both regional and global capital. Singapore is particularly well positioned to capitalise on these tailwinds thanks to its strategic location, political stability, strong economic fundamentals, and leadership in digital infrastructure and governance.⁸

Healthcare, education, and infrastructure remain prominent focuses, with particular interest in data centres and assets tied to digital transformation. These sectors offer growth potential supported by expanding consumer bases, rising middle-class demand, and the region’s accelerating adoption of digital services.

Looking forward, while the private equity market appears to be on track for recovery and towards sustainable growth, a subdued initial public offering market and poor market conditions, layered with geopolitical tensions such as the announcement of tariffs, could continue to challenge exits and fundraising activities in the region.

Acceleration of private credit

Private credit continued to be the source of focus in 2025 for Singapore. The growth is driven by Southeast Asia’s rapid urbanisation and economic expansion, which generated significant demand for flexible capital.⁹

The growth coincided with a shifting financial landscape where regulatory tightening and increasing capital requirements have led banks to prioritise investment-grade lending, leaving a financial gap for local small and medium-sized enterprises (SMEs) whose needs for credit are growing in tandem with the region’s economic growth.¹⁰

In addition, with a large portion of SMEs in the region still relying on informal networks, traditional bank lending remains largely inaccessible to SMEs. Private credit comes in to fill this space.

The private credit growth story in Singapore is further supercharged by institutional backing. It was reported in July 2025 that Apollo Global Management has been appointed to manage the S$1 billion Private Credit Growth Fund established by the Singapore Government to provide non-dilutive customised financing for high-growth local enterprises for activities like international M&A and capital expenditures, especially those in technology and scalability.¹¹ SeaTown, a unit of Singapore’s investment company Temasek, also announced in August 2024 that it has raised US$1.3 billion in its second private credit fund.

For investors, private credit in Southeast Asia provides diversification and more resilient distribution in contrast with a dampened private equity market. Especially in high-growth markets in the region, investments also come with increased downside protection compared to private equity.¹²

Allocations from family offices in the region to private credit have also risen due to a shift in focus towards steady distributions and higher downside protection. Family offices seeking capital preservation and intergenerational stability view private credit as a stabilising anchor.¹³

Structural risks and legal certainty remain key concerns, however. Southeast Asia’s fragmented regulatory and legal framework across diverse jurisdictions mean managers must possess in-depth local knowledge and experience when deploying in the region.¹⁴

Complex asset recovery procedures in many jurisdictions in Southeast Asia adds to the challenge. This presents a key reason why Singapore, with a strong regulatory and legal framework, continues to serve as an important origination and structuring base for Southeast Asia.

Growth of family offices

The surge of family offices in Singapore continued in 2025. Single family offices rose to more than 2,000 as at the end of 2024, a year-on-year jump of at least 42.9%.¹⁵ Singapore is now home to almost 60% of Asia’s family offices, with the number projected to increase.¹⁶ The rise in family offices can be attributed to the country’s tax incentives, strong regulatory framework and established professional advisory networks.

The Singapore Government continues to encourage the growth of family offices in the country, with the MAS recently cutting wait times for access to tax incentives from setting up family offices in Singapore to three months, down from the earlier 12-month period.¹⁷

The growth of family offices would result in more deal activities. A key trend is the growing influence of family offices in the M&A space in Singapore. Traditionally, strategic corporates and private equity funds have dominated the M&A market. However, family offices are now regarded as key stakeholders, partnering private equity firms to help drive the surge in private investment dealmaking.

Capital from family offices can be more attractive as it can be deployed with more flexibility with a longer-term outlook. Volatility in the public equity markets have restricted one of the main exit routes for traditional private equity firms. This has in turn restricted their ability to deploy capital and has opened up opportunities for family offices to invest with less competition.

Singapore fund structures

The Singapore fund management industry continues to grow rapidly, with assets under management (AUM) in Singapore growing 12% to S$6.07 trillion (or US$4.46 trillion) in 2024. Singapore serves as a gateway for global asset managers and investors seeking access to growth opportunities in Asia, with 77% of AUM sourced from outside Singapore and 88% of total AUM invested globally.¹⁸

Unlike offshore “tax haven” jurisdictions that exist largely as domiciles on paper, Singapore offers a combination of a thriving financial ecosystem, a stable political environment, and a regulatory framework that is firm but pragmatic.

Tax incentives and an extensive network of double taxation treaties provide a base for fund managers to not only establish their funds, but also build a tangible presence from which they can cultivate connections and tap into both investor capital and top-tier talent.

The Singapore asset management and funds ecosystem is well supported by a full range of fund service providers and professional services firms, such as lawyers, tax advisors, corporate secretaries, fund administrators and fund directors, with more than 300 of such service providers in Singapore.¹⁹

Funds established in Singapore typically take one of four forms, namely, the variable capital company (VCC), limited partnership, unit trust and limited liability company. The VCC remains the rising star, particularly for open-ended funds. Purpose-built for funds, it provides greater flexibility in capital management as it permits freely redeemable shares and allows managers to house multiple sub-funds under one umbrella while maintaining statutory segregation of assets and liabilities, and streamlining administration.

As at the end of October 2025, there were 1,284 VCCs registered in Singapore,²⁰ managed by more than 600 regulated fund management companies.²¹

The limited partnership is a well-established fund vehicle in many fund jurisdictions, and the Singapore limited partnership remains popular for closed-ended, private equity, venture capital and real-asset strategies requiring contractual flexibility. It also provides a natural framework for a fund structure, being tax transparent, providing limited liability for investors and providing for the relative ease of cash repatriation even in the absence of profits. As at the end of October 2025, the number of new limited partnerships registered in Singapore in 2025 exceeded that of new VCCs.

Unit trusts provide a trust-law wrapper familiar to many institutional investors and retail investors alike and can be advantageous where trustee oversight is desired, or for tax structuring purposes depending on the jurisdiction of underlying investments, although market sentiment has shifted towards other vehicles. Unit trusts necessitate an approved trustee and may attract additional trustee fees and legal costs.

A traditional private limited company is still viable for single-strategy, closely held and closed-ended funds. A private limited company is cost effective, but may face constraints on share redemptions, and must also meet the goal of corporate transparency such as disclosure of shareholders and filing of accounts with the Accounting and Corporate Regulatory Authority of Singapore (ACRA), both of which will be publicly available.

Each structure carries trade-offs, and managers should assess whether such vehicle’s specific requirements and benefits align with their fund’s objectives and investor preferences.

Proposed regulatory framework for retail investors to invest in private funds

In March 2025, the MAS issued a consultation paper seeking feedback on a proposed regulatory framework for retail investors to invest in private market investment funds, including private equity, private credit, real estate and infrastructure, providing them with a wider set of investment choices.

This follows closely on the heels of a similar circular issued by the Securities and Futures Commission in Hong Kong in February 2025 in relation to the listing of closed-ended alternative asset funds in Hong Kong, and is a step towards the “democratisation” of access to alternative assets for retail investors.

The proposal envisages two fund structures: funds investing in private market assets directly (Direct Funds); and long‑term investment fund of funds (LIFFs) investing primarily in private market funds.

From a fund financing perspective, it is pertinent to note that the MAS has proposed that LIFFs may only borrow for the purposes of meeting redemptions and bridging requirements, with expected future incoming cashflow from investments. In the case of an unlisted open-ended LIFF, this mitigates the risk of prejudicing remaining investors by leaving them with a more levered fund due to other investors’ redemptions. In addition, restricting the purposes of borrowing is also meant to limit the complexity of the LIFF, given that the underlying private market investments may be levered as well.

The MAS has proposed that the borrowing period should not exceed six months, and that such leverage should also be limited to 15% of the LIFF’s net asset value (NAV), considering the proposed redemption gate of 10%. There is no proposed aggregate leverage limit given that the LIFF manager would not have full control over the leverage employed by underlying private funds, and the LIFF may not be able to easily sell off its stake in an underlying fund at a reasonable price to meet the leverage limit. Instead, the MAS proposes additional prospectus and periodic report disclosures in relation to the leverage policy and total borrowings as a percentage of total assets.

In relation to Direct Funds, the MAS has acknowledged that such Direct Funds are likely to require the flexibility to employ leverage due to their direct holding of assets, but has stated that such leverage should still adhere to a leverage limit, and has sought views on the threshold that the leverage limit should be set at, and whether there should be any other restrictions on such leverage.

In addition to the above, it is proposed that unlisted LIFFs and Direct Funds would be subject to requirements to offer at least a portion of the fund’s total assets for redemption by investors annually (10% for LIFFs) with settlement within 90 days, that LIFFs be permitted to invest up to one-third of their NAV in liquid investments (other than private funds) to manage liquidity, and to impose restrictions on derivatives, securities lending and direct property exposure. Collectively, these proposals aim to calibrate fund‑level leverage, redemption mechanics and asset liability matching in ways that may directly influence facility sizing, tenor, and covenant packages for fund financing.

Key features of subscription-line financing in Singapore

Subscription-line facilities have become a cornerstone of fund finance, offering funds short-term liquidity secured against investor commitments. In Singapore, the legal framework governing the taking and perfection of security for these facilities aligns closely with other established common law jurisdictions, notably England and Wales. This section outlines the typical security package, the legal requirements for assignment, best practice due diligence considerations, registration obligations, and the practical implications of Singapore’s charge registration regime.

Typical security package

A standard security package for a Singapore-based subscription-line facility typically comprises several interlocking rights designed to ensure robust enforceability and reliable cashflows. First, financiers take security over the unfunded capital commitments of the fund’s investors, which form the principal collateral for the facility. Second, security extends to the fund’s right to make capital calls and to receive the proceeds of such calls, thereby enabling enforcement against investors if necessary. Third, the bank accounts into which capital contributions are funded are charged, ensuring control and priority over the movement of funds. Fourth, financiers secure rights embedded in the underlying fund documentation, particularly the right to enforce obligations against investors and to preserve priority in the event of default. Together, these elements provide a comprehensive security structure tailored to the dynamics of fund capital raising and deployment.

Due diligence and market practice

Thorough legal and commercial due diligence of the fund documentation is vital. While compliance with legal formalities is essential, the practical effectiveness of security often turns on how the fund documents treat investor obligations, transfer restrictions, set-off rights, and enforcement mechanics. A well-advised financier will seek to ensure that its enforcement rights are as unfettered as possible and that there are minimal contractual impediments to directing investor payments or enforcing against defaults. Experienced counsel should address not only what the law requires but also what constitutes market best practice, and, where best practice cannot be achieved, the residual risks and mitigants. Clear articulation of these points upfront reduces execution risk and facilitates smoother enforcement if a default occurs.

Assignments and charges under Singapore law

Assignments of rights under fund documentation and charges over bank accounts are standard forms of security for subscription-line financings. Under Singapore law, an assignment is effective where it satisfies three principal requirements: it must be an absolute assignment; it must be made in writing and signed by the assignor; and express written notice must be given to the counterparty, typically the investor. Although obtaining investor acknowledgments is not a legal prerequisite, they are commonly sought on a best-efforts basis because they enhance certainty and reduce disputes. In practice, acknowledgments can include investor undertakings to pay directly into the secured account, confirmations that the investor will not assert any set-off or counterclaim against amounts due to the fund entity, and statements that the investor has not received prior notice of any competing assignment or security. These additional protections strengthen the enforceability of the security and reduce the risk of payment leakage or priority challenges.

Registration requirements with ACRA

Security granted by a Singapore-incorporated company or by a foreign company registered in Singapore must be registered with ACRA. This often arises where the general partner (GP) of the fund is incorporated or registered under the Companies Act 1967 and grants the security. Registration is time sensitive: charges must typically be registered within 30 days of their creation. Failure to register a registrable charge renders it void as against a liquidator and other creditors of the company, effectively relegating the secured creditor to unsecured status in a liquidation scenario. Timely registration is therefore a critical step in perfection and priority preservation.

Public disclosure considerations

The charge registration regime in Singapore has a public disclosure dimension that participants should weigh carefully. Registration makes the existence and nature of the security publicly accessible, thereby signalling to the market that the fund entity has obtained financing secured over specific assets and rights. Furthermore, the law requires that a copy of the security instrument be kept at the security provider’s business premises for inspection by creditors without fee. Any person may also obtain a copy upon application and payment of a nominal fee. While these transparency requirements support creditor protection and market integrity, they may be sensitive for funds concerned about confidentiality, competitive positioning, or investor relations. Parties should address these considerations in transaction structuring and investor communications.

Fund finance 2.0

Against a backdrop of limited exits and sluggish fundraisings in Southeast Asia, we are seeing an uptick in NAV financings and hybrid structures. These products, once viewed as highly complex in this part of the world, have become real alternative tools for liquidity management. Sponsors in Singapore increasingly rely on NAV financings and hybrids to support bolt-on investments, fund investor distributions and bridge delayed exits.

With many funds in Singapore and the rest of Southeast Asia continuing to mature, the ability of such funds to rely on uncalled investors’ capital commitments (which would have reduced significantly in the later life of a fund) to support financings diminishes. Such funds could turn to NAV financings that are instead backed by cashflows and distribution from portfolio assets. Hybrids fill the gap between traditional subscription lines and NAVs by allowing a fund to rely on the subscription financing structure in its early stages, with the flexibility to switch to a NAV-based structure as the fund matures with a large portion of commitments having been drawn.

While NAVs and hybrids are predominately offered by banks, we are also seeing increasing interest from private credit funds in this space. The growing diversification in this market results in more bespoke solutions and faster turnarounds, further pushing NAVs and hybrids as viable alternatives in a maturing market with more sophisticated players – both sponsors and financiers. However, financiers in this region continue to find the offering of such financings challenging due to difficulties in valuing portfolio assets, which are largely privately held, and generally slow acceptance of the higher pricings of such products by borrowers in the region.

Another product that has seen increased interest in this region is GP and limited partner (LP) financing structures. Another effect of slower exits is the rise in GP-led secondaries transactions. The need to establish continuation funds, along with expectations from investors for GPs to put in more money in such funds to have more skin in the game, has meant that more managers are tapping on GP lines to fund liquidity demands. Similarly, LPs are using LP lines to manage capital needs in the face of lower distributions. Banks have been capitalising on such growth by pursuing an Asia-centric wealth management strategy mostly through their private banking arms.

Looking ahead

As the Singapore market moves into 2026, several themes are likely to dominate: the growth of private credit as an alternative source of capital; increased demand for NAV/hybrid and other alternative liquidity solutions; continued entry of non-bank lenders; and enhanced focus on infrastructure, especially as an indirect AI play.

With unwavering support from the Singapore Government, along with a robust financial infrastructure and developed professional services network, Singapore will undoubtedly continue in its position as a leading funds market in the region. The adaptability of the market to find creative ways to navigate the slower economical climate and heightened geopolitical tensions in the past year have shown the maturity and resilience of market players in this region. Such recent history has shown that Singapore will only continue to grow in scale, diversification and sophistication.

The article was originally published in Global Legal Insights - Fund Finance 2026, which is a leading publication on fund finance which provides financial institutions, funds and investors with a comprehensive insight on the latest developments in fund finance laws and regulations across 19 jurisdictions worldwide.