The mergers and acquisitions (M&A) landscape in Singapore is entering a new phase in 2025, defined by regulatory refinements, rising investor interest, and a more mature ecosystem for strategic buyouts, share acquisitions, and corporate restructurings. While Singapore's global reputation as a business hub needs no introduction, this guide focuses directly on the legal mechanics, current market dynamics, and tactical considerations for those seeking to buy businesses or acquire strategic stakes in Singapore-based entities.
Market Dynamics and Deal Flow in 2025
In 2024, Singapore recorded over USD 50 billion in M&A deal activity, with a marked increase in mid-market transactions (deal size between USD 5–100 million). In 2025, the trend is shifting towards more targeted acquisitions, especially in the technology, healthcare, logistics, and sustainability sectors. Private equity funds, family offices, and cross-border corporates are leading acquirers. A rise in distressed asset sales has also made certain legacy sectors—such as construction, food & beverage, and offline retail—attractive for turnaround investors.
Singapore maintains its edge through stringent, forward-thinking regulations. The Monetary Authority of Singapore’s proposed licensing framework for digital token service providers extends regulatory reach to overseas operations, encouraging compliance among a wide swathe of market participants. Company-level developments include NETS’s rollout of SGQR+, a unified payment code, and SAP SEA’s SGD 12.0 million push into AI solutions for advanced manufacturing. These factors cement Singapore’s reputation as a leading sandbox for fintech, AI, and corporate innovation.
Singapore is also seeing a steady increase in secondary sales and founder exits, creating a healthy pipeline of businesses available for acquisition, from digital service providers and SaaS companies to licensed financial intermediaries and e-commerce platforms.
Common Deal Structures
Buyers typically structure acquisitions in Singapore as either share purchases, asset purchases, or schemes of arrangement. Share purchases remain the most common route for acquiring a controlling interest in privately held companies. Asset purchases are often used in transactions where buyers wish to avoid legacy liabilities or selectively acquire business lines.
Public company acquisitions are usually governed by the Singapore Code on Take-overs and Mergers. For complex restructuring or where creditor consent is necessary, court-sanctioned schemes of arrangement under the Companies Act 1967 are often used.
When acquiring a business in Singapore, buyers generally choose between three main transaction structures: share purchases, asset purchases, and schemes of arrangement. Each structure offers distinct advantages depending on the nature of the target, regulatory constraints, and the buyer’s strategic priorities.
1. Share Purchase
This is the most common structure, especially for acquiring privately-held companies.
Mechanism: Buyer acquires the shares of the company, effectively stepping into the shoes of the seller as the new owner.
Pros:
Cons:
Best suited for: Stable businesses with clear ownership and no material legal or financial risk.
2. Asset Purchase
A buyer acquires specific assets and liabilities, not the company itself.
Mechanism: Buyer purchases selected assets (e.g., equipment, IP, contracts, inventory) and may assume selected liabilities.
Pros:
Cons:
Best suited for: Carve-outs, distressed acquisitions, or deals involving problematic companies.
3. Scheme of Arrangement
A court-supervised process under the Companies Act 1967, typically used in public company takeovers or complex restructurings.
Mechanism: Shareholders and/or creditors vote to approve the scheme, which is then sanctioned by the High Court of Singapore.
Pros:
Cons:
Best suited for: Public company takeovers, debt restructurings, or transactions with dispersed shareholder bases.
Legal and Regulatory Framework
All M&A activity in Singapore is regulated by a stable and investor-friendly legal regime. Share and asset deals are primarily governed by the Companies Act 1967. Acquisitions of regulated entities—such as financial institutions, insurance providers, and payment service providers—require prior approval from the Monetary Authority of Singapore (MAS).
Where the target is a public company or a company with over 50 shareholders, the Singapore Code on Take-overs and Mergers (administered by the Securities Industry Council, SIC) applies. The Code mandates disclosure thresholds and rules for mandatory offers where a buyer crosses 30% voting control.
Mergers that could result in a substantial lessening of competition are subject to review by the Competition and Consumer Commission of Singapore (CCCS) under the Competition Act. Although merger notifications in Singapore are voluntary, legal counsel typically recommend a proactive assessment in sectors like telecoms, utilities, and transport.
In 2024, the Significant Investments Review Act (SIRA) came into force. It requires foreign buyers to obtain prior clearance before acquiring strategic or critical infrastructure businesses identified by the government as essential to national security.
Tax and Financial Considerations
Share transfers attract stamp duty at a flat rate of 0.2% of the higher of purchase price or market value. However, asset deals may trigger Goods and Services Tax (GST) at 9% unless structured as a transfer of a going concern, in which case GST exemption applies.
The M&A allowance scheme—renewed through 2025—allows Singapore-incorporated companies to claim a 25% tax allowance on qualifying acquisition costs, capped at SGD 10 million per Year of Assessment. While not applicable to all foreign buyers, local subsidiaries or holding structures often qualify.
Buyers should also evaluate whether the target company carries any unutilized tax losses or capital allowances, which—subject to continuity of shareholding and business tests—can be preserved post-transaction.
Due Diligence and Transaction Execution
Standard practice in Singapore includes full-scope legal, tax, and financial due diligence. Common risks flagged during reviews include:
Transaction documents include a Sale and Purchase Agreement (SPA), a Disclosure Letter, and if applicable, a Transition Services Agreement (TSA). Shareholder or board approvals, government consents, and third-party waivers (e.g. rights of first refusal) should be mapped early to avoid deal delays.
Closings are typically coordinated through escrow agents or law firms holding funds and documents in trust. In cross-border deals, currency controls, local approvals (in the seller’s jurisdiction), and tax leakages should be modeled precisely.
Post-Acquisition Priorities
Post-deal integration in Singapore tends to be swift, aided by digital government services and flexible labor policies. However, newly acquired entities must promptly update ACRA filings, update beneficial ownership records, and verify ongoing licensing requirements.
Integration of teams and retention of founders or key executives is often structured through earn-outs or retention bonuses. Buyers should also implement updated governance protocols, including new board appointments and revised banking mandates.
Practical Guide: How to Buy a Business in Singapore
Start with a sector scan: Identify industries aligned with your expertise or strategic goals. Technology, healthcare, and logistics remain high-performing sectors.
Outlook for 2025–2026
The outlook for mergers and acquisitions in Singapore remains cautiously optimistic as the market matures and diversifies. While the overall deal volume may not grow exponentially, the quality and strategic nature of transactions are expected to improve significantly. Family offices and private equity funds are shifting focus from volume-based investments to value-driven, control-based acquisitions, especially in sectors such as clean tech, B2B SaaS, advanced manufacturing, and regulated financial services.
The introduction of the Significant Investments Review Act (SIRA) marks a critical shift in how Singapore balances national interest with its open investment policy. Buyers should anticipate longer pre-deal timelines for regulatory approvals in sensitive sectors but can also expect more transparent processes and government guidance on compliance pathways.
At the same time, exit opportunities are likely to expand. With Singapore serving as a regional HQ for many global firms, there is increased interest in bolt-on acquisitions and tuck-ins of high-performing Southeast Asian businesses. Moreover, secondary transactions in the startup ecosystem—including founder exits and investor-led liquidity events—are becoming more common.
Looking ahead, success in Singapore's M&A market will favor those who can:
Singapore's M&A environment is not just predictable—it is evolving into a more sophisticated, strategically driven space where buyers must combine regulatory understanding, sector expertise, and long-term vision to compete effectively.
Market Dynamics and Deal Flow in 2025
In 2024, Singapore recorded over USD 50 billion in M&A deal activity, with a marked increase in mid-market transactions (deal size between USD 5–100 million). In 2025, the trend is shifting towards more targeted acquisitions, especially in the technology, healthcare, logistics, and sustainability sectors. Private equity funds, family offices, and cross-border corporates are leading acquirers. A rise in distressed asset sales has also made certain legacy sectors—such as construction, food & beverage, and offline retail—attractive for turnaround investors.
Singapore maintains its edge through stringent, forward-thinking regulations. The Monetary Authority of Singapore’s proposed licensing framework for digital token service providers extends regulatory reach to overseas operations, encouraging compliance among a wide swathe of market participants. Company-level developments include NETS’s rollout of SGQR+, a unified payment code, and SAP SEA’s SGD 12.0 million push into AI solutions for advanced manufacturing. These factors cement Singapore’s reputation as a leading sandbox for fintech, AI, and corporate innovation.
Singapore is also seeing a steady increase in secondary sales and founder exits, creating a healthy pipeline of businesses available for acquisition, from digital service providers and SaaS companies to licensed financial intermediaries and e-commerce platforms.
Common Deal Structures
Buyers typically structure acquisitions in Singapore as either share purchases, asset purchases, or schemes of arrangement. Share purchases remain the most common route for acquiring a controlling interest in privately held companies. Asset purchases are often used in transactions where buyers wish to avoid legacy liabilities or selectively acquire business lines.
Public company acquisitions are usually governed by the Singapore Code on Take-overs and Mergers. For complex restructuring or where creditor consent is necessary, court-sanctioned schemes of arrangement under the Companies Act 1967 are often used.
When acquiring a business in Singapore, buyers generally choose between three main transaction structures: share purchases, asset purchases, and schemes of arrangement. Each structure offers distinct advantages depending on the nature of the target, regulatory constraints, and the buyer’s strategic priorities.
1. Share Purchase
This is the most common structure, especially for acquiring privately-held companies.
Mechanism: Buyer acquires the shares of the company, effectively stepping into the shoes of the seller as the new owner.
Pros:
- Simpler from an operational continuity perspective — business licenses, contracts, and employee arrangements often remain in place.
- No need to re-register assets or renegotiate third-party contracts.
Cons:
- Buyer assumes all historical liabilities, including tax obligations, litigation, and employment issues.
- May require shareholder consents, especially in companies with multiple owners.
Best suited for: Stable businesses with clear ownership and no material legal or financial risk.
2. Asset Purchase
A buyer acquires specific assets and liabilities, not the company itself.
Mechanism: Buyer purchases selected assets (e.g., equipment, IP, contracts, inventory) and may assume selected liabilities.
Pros:
- Flexibility to avoid unwanted liabilities or problematic business divisions.
- No risk of acquiring contingent claims or hidden tax debts (if properly documented).
Cons:
- More complex legally — contracts may need to be assigned or renegotiated.
- Licenses and regulatory approvals must often be reapplied for.
- May trigger GST (unless exempt as a going concern).
Best suited for: Carve-outs, distressed acquisitions, or deals involving problematic companies.
3. Scheme of Arrangement
A court-supervised process under the Companies Act 1967, typically used in public company takeovers or complex restructurings.
Mechanism: Shareholders and/or creditors vote to approve the scheme, which is then sanctioned by the High Court of Singapore.
Pros:
- Useful for bypassing holdout shareholders.
- Can be used to effect mergers or restructurings across multiple entities.
Cons:
- More time-consuming and expensive.
- Requires court oversight and compliance with procedural steps.
Best suited for: Public company takeovers, debt restructurings, or transactions with dispersed shareholder bases.
Legal and Regulatory Framework
All M&A activity in Singapore is regulated by a stable and investor-friendly legal regime. Share and asset deals are primarily governed by the Companies Act 1967. Acquisitions of regulated entities—such as financial institutions, insurance providers, and payment service providers—require prior approval from the Monetary Authority of Singapore (MAS).
Where the target is a public company or a company with over 50 shareholders, the Singapore Code on Take-overs and Mergers (administered by the Securities Industry Council, SIC) applies. The Code mandates disclosure thresholds and rules for mandatory offers where a buyer crosses 30% voting control.
Mergers that could result in a substantial lessening of competition are subject to review by the Competition and Consumer Commission of Singapore (CCCS) under the Competition Act. Although merger notifications in Singapore are voluntary, legal counsel typically recommend a proactive assessment in sectors like telecoms, utilities, and transport.
In 2024, the Significant Investments Review Act (SIRA) came into force. It requires foreign buyers to obtain prior clearance before acquiring strategic or critical infrastructure businesses identified by the government as essential to national security.
Tax and Financial Considerations
Share transfers attract stamp duty at a flat rate of 0.2% of the higher of purchase price or market value. However, asset deals may trigger Goods and Services Tax (GST) at 9% unless structured as a transfer of a going concern, in which case GST exemption applies.
The M&A allowance scheme—renewed through 2025—allows Singapore-incorporated companies to claim a 25% tax allowance on qualifying acquisition costs, capped at SGD 10 million per Year of Assessment. While not applicable to all foreign buyers, local subsidiaries or holding structures often qualify.
Buyers should also evaluate whether the target company carries any unutilized tax losses or capital allowances, which—subject to continuity of shareholding and business tests—can be preserved post-transaction.
Due Diligence and Transaction Execution
Standard practice in Singapore includes full-scope legal, tax, and financial due diligence. Common risks flagged during reviews include:
- Regulatory non-compliance or expired licenses
- Employment liabilities under the Employment Act and CPF obligations
- Pending litigation or unresolved shareholder disputes
- Unregistered IP or improper data protection practices under the PDPA
Transaction documents include a Sale and Purchase Agreement (SPA), a Disclosure Letter, and if applicable, a Transition Services Agreement (TSA). Shareholder or board approvals, government consents, and third-party waivers (e.g. rights of first refusal) should be mapped early to avoid deal delays.
Closings are typically coordinated through escrow agents or law firms holding funds and documents in trust. In cross-border deals, currency controls, local approvals (in the seller’s jurisdiction), and tax leakages should be modeled precisely.
Post-Acquisition Priorities
Post-deal integration in Singapore tends to be swift, aided by digital government services and flexible labor policies. However, newly acquired entities must promptly update ACRA filings, update beneficial ownership records, and verify ongoing licensing requirements.
Integration of teams and retention of founders or key executives is often structured through earn-outs or retention bonuses. Buyers should also implement updated governance protocols, including new board appointments and revised banking mandates.
Practical Guide: How to Buy a Business in Singapore
Start with a sector scan: Identify industries aligned with your expertise or strategic goals. Technology, healthcare, and logistics remain high-performing sectors.
- Pre-screen acquisition targets: Engage local brokers, legal counsel, or corporate finance advisors with on-ground knowledge. Many attractive businesses are not publicly listed for sale.
- Assess licensing risk early: Certain sectors require MAS, IMDA, or MOH approvals. If buying a regulated entity, understand the timeline and prerequisites in advance.
- Structure tax efficiently: Use local acquisition vehicles where appropriate. Take advantage of the M&A allowance and ensure stamp duty and GST implications are modeled correctly.
- Plan the integration before you close: Build a 100-day integration roadmap, including HR transitions, systems access, and client communications.
- Don't neglect cultural factors: Even in small businesses, founder-led companies may have informal structures. Build trust with retained executives and address transition anxiety.
- Use staged consideration if needed: If the valuation is aggressive or business is volatile, consider earn-outs or milestone-based payments.
- Check for hidden debts and contingencies: Focus due diligence on unrecorded liabilities, especially in industries like F&B, construction, or logistics.
- Understand employment obligations: Ensure compliance with the Employment Act and Central Provident Fund (CPF) requirements. Review employment contracts for non-competes.
- Document everything meticulously: Ensure SPAs, warranties, indemnities, and board resolutions are tailored to Singapore law and reflect actual business dynamics.
Outlook for 2025–2026
The outlook for mergers and acquisitions in Singapore remains cautiously optimistic as the market matures and diversifies. While the overall deal volume may not grow exponentially, the quality and strategic nature of transactions are expected to improve significantly. Family offices and private equity funds are shifting focus from volume-based investments to value-driven, control-based acquisitions, especially in sectors such as clean tech, B2B SaaS, advanced manufacturing, and regulated financial services.
The introduction of the Significant Investments Review Act (SIRA) marks a critical shift in how Singapore balances national interest with its open investment policy. Buyers should anticipate longer pre-deal timelines for regulatory approvals in sensitive sectors but can also expect more transparent processes and government guidance on compliance pathways.
At the same time, exit opportunities are likely to expand. With Singapore serving as a regional HQ for many global firms, there is increased interest in bolt-on acquisitions and tuck-ins of high-performing Southeast Asian businesses. Moreover, secondary transactions in the startup ecosystem—including founder exits and investor-led liquidity events—are becoming more common.
Looking ahead, success in Singapore's M&A market will favor those who can:
- Leverage local expertise and networks for off-market deals
- Navigate cross-border complexities, especially in deals involving regional assets
- Demonstrate clear post-acquisition integration plans
- Address ESG (Environmental, Social, Governance) factors, which are now increasingly scrutinized in due diligence
Singapore's M&A environment is not just predictable—it is evolving into a more sophisticated, strategically driven space where buyers must combine regulatory understanding, sector expertise, and long-term vision to compete effectively.
NB! The information provided in this article is for general informational purposes only and does not constitute legal advice. While we strive to ensure the content is accurate and up-to-date, it should not be relied upon as a substitute for professional consultation. For personalized advice or assistance with legal matters, please contact our specialists directly.
How we can help
Strategic advisory: From defining acquisition goals to identifying high-potential targets aligned with your sector and investment strategy. Consulting services from the RSBU experts.
Due diligence and valuation: Comprehensive reviews of financials, licensing, legal liabilities, tax exposures, and reputational risks. Due diligence of companies and residents of Singapore
Ready-Made Companies for Sale in Singapore: For clients looking to move quickly, we also maintain a curated list of ready-made and fully compliant Singapore-based companies available for acquisition.
Strategic advisory: From defining acquisition goals to identifying high-potential targets aligned with your sector and investment strategy. Consulting services from the RSBU experts.
Due diligence and valuation: Comprehensive reviews of financials, licensing, legal liabilities, tax exposures, and reputational risks. Due diligence of companies and residents of Singapore
Ready-Made Companies for Sale in Singapore: For clients looking to move quickly, we also maintain a curated list of ready-made and fully compliant Singapore-based companies available for acquisition.