If you plan to work in the financial services sector in Singapore, for example, to provide fund management services or engage in the financing of securities you will need a license to operate in the financial market in Singapore (CMS license).
What is a CMS Licence
A financial market license in Singapore (CMS license) is a type of financial services license issued by the Central Bank of Singapore (MAS) for companies engaged in certain activities regulated under the Securities and Futures Act (SFA).
Such regulated activities include:
If your organization intends to engage in any of the regulated financial activities listed above, it will likely need to obtain a CMS license before it can do so. Common examples of capital market organizations are corporate finance companies, credit rating agencies, real estate investment trusts (REITs), and broker-dealers.
Certain types of organizations are exempt from the CMS licensing requirement. These include law firms as well as licensed trust companies.
Penalties for doing business without a CMS license
Unless the special exemption applies, anyone who conducts business in any of the above regulated activities without a valid CMS license will be fined up to $150,000 and/or sentenced to up to 3 years in prison. If the offense continues, an additional fine of up to $15,000 for each day or part thereof applies.
Licensing Requirements
In deciding whether to issue a CMS license, MAS will consider the following factors, which you should also keep in mind when applying:
In addition, to be eligible to apply for a CMS license, a business must appoint the following individuals:
There are certain eligibility criteria for representatives appointed by a CMS licensee, namely:
- What is a CMS Licence?
- Application requirements
- How to apply for a CMS Licence
- Licence term
- CMS Licence compliance obligations
- Your obligation to pay an annual fee
What is a CMS Licence
A financial market license in Singapore (CMS license) is a type of financial services license issued by the Central Bank of Singapore (MAS) for companies engaged in certain activities regulated under the Securities and Futures Act (SFA).
Such regulated activities include:
- Fund management
- Managing a real estate investment trust
- Corporate finance advisory services
- Capital markets dealing (including securities, units in collective investment schemes (CIS), over-the-counter derivatives, exchange-traded derivatives and spot foreign exchange)
- Securities Financing
- Providing credit rating services
- Providing custodial services for securities
If your organization intends to engage in any of the regulated financial activities listed above, it will likely need to obtain a CMS license before it can do so. Common examples of capital market organizations are corporate finance companies, credit rating agencies, real estate investment trusts (REITs), and broker-dealers.
Certain types of organizations are exempt from the CMS licensing requirement. These include law firms as well as licensed trust companies.
Penalties for doing business without a CMS license
Unless the special exemption applies, anyone who conducts business in any of the above regulated activities without a valid CMS license will be fined up to $150,000 and/or sentenced to up to 3 years in prison. If the offense continues, an additional fine of up to $15,000 for each day or part thereof applies.
Licensing Requirements
In deciding whether to issue a CMS license, MAS will consider the following factors, which you should also keep in mind when applying:
- The suitability and integrity of the applicant (business), its shareholders and directors;
- The professional and management experience of the applicant and its parent company or major shareholders;
- Compliance with the minimum financial requirements established under the SFA. For example, there is a financial requirement of S$250,000 of base capital for a credit rating agency and S$1 million of base capital for a REIT manager;
- Strength of internal risk management and compliance systems; and
- Business model/plans and projections of associated risks.
In addition, to be eligible to apply for a CMS license, a business must appoint the following individuals:
- Directors: At least 2 directors, with one director residing in Singapore;
- Chief Executive Officer (CEO): CEO with at least 10 years relevant experience and residing in Singapore; and
- Representatives: At least 2 persons working full-time in Singapore must be appointed as business representatives for each regulated activity. It is they who will carry out the regulated activities on behalf of your business.
There are certain eligibility criteria for representatives appointed by a CMS licensee, namely:
- The individual must be at least 21 years of age;
- He/she must meet the minimum academic qualification and examination requirements set out in the Central Bank of Singapore (MAS) Notice. For example, a person who intends to provide credit rating services must have a Bachelor's degree in a relevant discipline.
- He/she must also meet the criteria for suitability and good conduct as set out in this MAS Guidance, i.e. be competent, honest and in good financial standing.
Steps for applying for a CMS license in Singapore
Step 1: Setting up your business
Before you apply to MAS, you must ensure that your business has been properly registered and complete all necessary steps, such as opening a corporate bank account to infuse basic capital and renting a physical office space, if necessary.
It is also important to make sure that you have drawn up employment contracts and business model plans.
In addition, you need to prepare internal policies and procedures to ensure compliance with Singapore's anti-money laundering and anti-terrorist financing laws and regulations. All of these documents will play a big role in the overall MAS assessment of your business when deciding whether to grant you a CMS license.
Step 2: Applying to MAS
Documents to Prepare.
To apply for a CMS license, you will need to prepare two basic forms.
First, you must complete and submit:
Next, you should also file Form 3A to designate representative(s) for the regulated financial activities your business will engage in.
Special circumstances may require you to appoint temporary representatives. If this is the case, complete and file Form 3B (temporary representative) and/or Form 3C (temporary representative) with MAS.
Mandatory Fees
The state application fee for CMS is S$1,000. This fee is non-refundable. There is also a $200 filing fee for each representative.
Step 3: Result.
Typically, MAS takes up to 6 months to review and process your application, provided you meet all the requirements, have submitted all documents properly and have paid the application fee. However, if your business model is more complex, MAS will take longer to evaluate your business application.
License Term
A CMS license does not have a specific expiration date. However, MAS does provide for certain situations in which a CMS license becomes invalid, revoked, or suspended. These include situations where the licensee:
Obligations to comply with license requirements
Even after receiving your CMS license, keep in mind that you have ongoing obligations. Failure to comply could result in the revocation of your CMS license. In this case, your company will no longer be allowed to engage in regulated activities in Singapore.
There are several types of obligations to be aware of. These obligations include:
Annual Fees.
There are annual fees to maintain the CMS license. These include:
Obtaining a Financial Market Licence in Singapore (CMS license) can be a complex, lengthy and costly procedure. If you need assistance in obtaining this license, RSBU professionals will be happy to assist you.
Step 1: Setting up your business
Before you apply to MAS, you must ensure that your business has been properly registered and complete all necessary steps, such as opening a corporate bank account to infuse basic capital and renting a physical office space, if necessary.
It is also important to make sure that you have drawn up employment contracts and business model plans.
In addition, you need to prepare internal policies and procedures to ensure compliance with Singapore's anti-money laundering and anti-terrorist financing laws and regulations. All of these documents will play a big role in the overall MAS assessment of your business when deciding whether to grant you a CMS license.
Step 2: Applying to MAS
Documents to Prepare.
To apply for a CMS license, you will need to prepare two basic forms.
First, you must complete and submit:
- Form 1A if you intend to operate as a licensed fund management company;
- Form 1V if you intend to operate as a venture capital fund manager; or
- Form 1 for all other cases.
Next, you should also file Form 3A to designate representative(s) for the regulated financial activities your business will engage in.
Special circumstances may require you to appoint temporary representatives. If this is the case, complete and file Form 3B (temporary representative) and/or Form 3C (temporary representative) with MAS.
Mandatory Fees
The state application fee for CMS is S$1,000. This fee is non-refundable. There is also a $200 filing fee for each representative.
Step 3: Result.
Typically, MAS takes up to 6 months to review and process your application, provided you meet all the requirements, have submitted all documents properly and have paid the application fee. However, if your business model is more complex, MAS will take longer to evaluate your business application.
License Term
A CMS license does not have a specific expiration date. However, MAS does provide for certain situations in which a CMS license becomes invalid, revoked, or suspended. These include situations where the licensee:
- Ceases to conduct all of the regulated activities specified in the license;
- Cannot engage in the activities for which the license was issued;
- Is liquidated.
Obligations to comply with license requirements
Even after receiving your CMS license, keep in mind that you have ongoing obligations. Failure to comply could result in the revocation of your CMS license. In this case, your company will no longer be allowed to engage in regulated activities in Singapore.
There are several types of obligations to be aware of. These obligations include:
- Ensuring that there are no MAS violations. For example, the AML/CFT Notice of Prevention of Money Laundering and Countering the Financing of Terrorism (AML/CFT) requires businesses to implement policies and procedures and conduct enterprise-wide assessments;
- Compliance with licensing conditions. For example, a licensee must begin operations within 6 months of the date the license is issued. If it cannot do so, it must notify MAS. Another example might be ensuring that the minimum competency requirements for the two directors and appointed representatives are met; and
- Ensuring compliance with written MAS guidelines, where applicable.
Annual Fees.
There are annual fees to maintain the CMS license. These include:
- An annual fee for a CMS license, which can range from S$2,000 to S$8,000 depending on the type of regulated activity you are engaged in. For example, the annual fee for product financing is S$2,000 and for corporate finance advisory is S$4,000; and
- Annual fee for appointed representatives, which is S$5 for each representative starting from the 101st representative.
Obtaining a Financial Market Licence in Singapore (CMS license) can be a complex, lengthy and costly procedure. If you need assistance in obtaining this license, RSBU professionals will be happy to assist you.