Singapore VCC insights

Fund Management Exemption Singapore After the RFMC Repeal: What Stays Outside the CMS Licence

By VCC Editorial Team · Published 17 October 2026

Short answer: Since the registered fund management company regime ended on 1 August 2024, managing other people’s money in Singapore needs a capital markets services licence unless a specific exemption applies. The main routes left are the related-corporation exemption, the single family office class exemption from 15 June 2026, and the exemption for individuals managing for close relatives.

This article is general information only and is not legal, tax or investment advice. For matters needing legal advice, we work with a panel of experienced Singapore law firms.

Family and corporate groups often ask whether managing money inside the group needs a licence at all. This guide maps each fund management exemption Singapore law still provides, the conditions attached, and the points where an exempt structure becomes licensable business. Every provision cited was checked on Singapore Statutes Online and the Monetary Authority of Singapore (MAS) website on 17 October 2026. Our fund management licence guide covers the licence application itself, and our wealth management licence overview maps the licences a wealth firm may need. This article covers the other side of the line: what can lawfully stay unlicensed.

What changed when the RFMC regime ended on 1 August 2024?

The RFMC route was an exemption, not a licence, and it was removed with effect from 1 August 2024. Firms that used it had to become licensed fund management companies or stop managing third-party money.

The RFMC category lived in paragraph 5(1)(i) of the Second Schedule to the SF(LCB)R, which the consolidated text now shows as “Deleted by S 637/2024 wef 01/08/2024”. The same instrument removed the RFMC conditions in paragraphs 5(2)(b), 5(2)(bb) and 5(2)(c) and the obligations in paragraphs 5(6) to 5(7L). Nothing replaced it.

The architecture is simple. Section 82(1) SFA sets the licensing requirement, and section 82(2) disapplies it for persons in the Third Schedule. Section 99(1) SFA lists statutory exempt persons and lets MAS exempt others. Regulation 14(1) of the SF(LCB)R then exempts “each person specified in the Second Schedule” from section 82(1) “in the circumstances specified in that Schedule”. Paragraph 5 of that Schedule holds the fund management exemptions.

Which fund management exemptions in Singapore are still available?

Paragraph 5(1) of the Second Schedule now contains ten live fund management exemptions. For most family and corporate groups, three matter: the related-corporation, SFO and individual-for-relatives exemptions.

Exemption	Provision	Whose money	Core conditions
Related corporation	Para 5(1)(b), replaced 15 June 2026	Related corporations of the manager	No more than 50% of the related corporation’s assets from one family; no assets held on trust for, or owned by, outsiders
Single family office	Para 5(1)(ba), (1AA) to (1AH), (6)	One family, key employees, eligible entities	Ownership, client, 10% key-employee and bank account tests; notices and annual return
Individual for close relatives	Para 5(1)(c)	Listed relatives and 100% controlled firms or corporations	No assets held on trust for, or owned by, outsiders
Headquarters company or Finance and Treasury Centre	Para 5(1)(a)	Within the approved scope	Approved qualifying service under section 43D(2)(a) or 43E(2)(a) of the Income Tax Act 1947
Real estate holding vehicles	Para 5(1)(h)	Qualified investors	Securities of entities whose sole purpose is holding immovable assets
Schemes with no capital markets products	Para 5(1)(j) and (k)	Qualified investors (j), or legacy schemes not offered on or after 8 October 2018 (k)	Scheme property includes no capital markets products
Financial adviser managing fund-unit portfolios	Para 5(1)(g)	Advisory clients	Units in collective investment schemes only; client approval of trades or of periodic rebalancing

Paragraphs 5(1)(e) and (f) add narrow exemptions for futures licensees acting under regulation 20 and Lloyd’s service companies. Outside paragraph 5, section 99(1) SFA exempts banks and merchant banks licensed under the Banking Act 1970, licensed finance companies within their permitted business, and insurers for fund management for the purpose of insurance business. The Third Schedule covers persons for whom fund management is solely incidental to another role, including licensed trust companies, lawyers, public accountants and approved trustees, among them an approved trustee acting as custodian of a VCC.

How does the related-corporation exemption work after 15 June 2026?

A corporation may still manage money for its related corporations without a licence, but the exemption is now closed where the related corporation’s assets mostly originate from one family. The amendment points family groups to the SFO exemption instead.

The Securities and Futures (Licensing and Conduct of Business) (Amendment) Regulations 2026 (S 373/2026), made on 12 June 2026 and in operation from 15 June 2026, replaced paragraph 5(1)(b). The manager (D) is exempt when managing for a related corporation (E), so long as:

• not more than 50% in value of E’s assets originate from members of a single family; and
• none of the products D manages are held on trust for another person by E, result from an investment contract entered into by E, or are beneficially owned by anyone other than D or E.

“Assets” includes share capital contributed by members, and assets “originate” from an individual if the entity’s register of members, trust deed or other records attribute them to that individual. Accurate registers are therefore part of the compliance file. Our sister firm Singapore Secretary Services maintains statutory registers for Singapore companies.

The exemption still suits a conventional corporate group, such as a Singapore subsidiary investing surplus group cash for sister companies. It does not reach a co-investor, a minority shareholder’s separate money or a fund with outside participants. A company exempt under the old wording immediately before 15 June 2026 stays under the old law until the earlier of 15 June 2027 or lodging a notice of continuation. Our article on SFO transition options before 15 June 2027 covers restructuring where the new conditions cannot be met.

What does the single family office class exemption require?

Paragraph 5(1)(ba) exempts a company managing money only for one family, its key employees and eligible entities, if its ownership, clients, AUM mix and bank accounts meet the regulation’s tests. No MAS approval is needed; the company notifies MAS and files returns.

MAS’s 12 June 2026 media release calls the framework “structure-agnostic”, with “a straight through class exemption from licensing for all qualifying SFOs”. The regulation sets four groups of conditions.

• Commencement (sub-paragraph (1AA)): the company must start by managing for founding members of one family, or an eligible entity funded by them. Founding members must share a common ancestor 5 generations removed from them or, across generations, from the youngest generation.
• Shareholding (sub-paragraph (1AB)): shares may be held only by family members, key employees, trustees of trusts settled by family members for family or charitable beneficiaries, family-funded foundations, or entities owned only by those persons. Non-family key employees may hold no more than 10% directly and indirectly.
• Clients (sub-paragraph (1AC)): only family members, key employees and eligible entities, meaning entities and trusts whose assets come wholly from family members or key employees and which benefit only those persons, charities or other eligible entities.
• Operations (sub-paragraph (1AD)): no more than 10% of AUM may originate from key employees, and the company must bank with a bank licensed under section 7 or 79 of the Banking Act 1970. Each Singapore investment vehicle needs such an account; a foreign vehicle may instead use an overseas bank supervised to Financial Action Task Force standards.

“Family” reaches descendants of the qualifying ancestor, the ancestor’s spouse or former spouse, and each member’s spouse or former spouse, parents-in-law and siblings-in-law. Stepchildren and legally adopted children count as descendants. “Key employee” means the chief executive officer, chief financial officer, an executive director or an investment professional, including one who left such a role one year ago or less.

Under sub-paragraph (6), a new SFO lodges a notice of commencement not later than 14 days after commencing business, files an annual return within 4 months after each financial year end, and must always have an employee ordinarily resident in Singapore as its point of contact with MAS. MAS says the return covers total AUM and the name of the bank. Our note on filing the SFO licensing-exemption notice covers the form.

How do the family office exemptions differ from each other?

The three family-relevant routes differ in who may manage, how far “family” reaches and what must be filed.

Paragraph 5(1)(c) is personal. It covers an individual managing for a spouse, children (including adopted and stepchildren), parents and step-parents, siblings and step-siblings, or a firm or corporation in which they control 100% of the voting power. It does not reach grandchildren, nephews, nieces or in-laws, and has no filing requirement. It ends if the individual becomes a representative or employee of a licensed fund management company, becomes an undischarged bankrupt, or is convicted of a relevant offence (paragraph 5(4)).

The SFO exemption is corporate and multi-generational: five generations, in-laws, former spouses, family trusts and foundations, at the price of notices, returns, bank account conditions and a resident contact. The related-corporation exemption is structural, turning on group relationships and the source of assets rather than kinship.

The corporate exemptions in paragraphs 5(1)(a), (b), (ba) and (h) also fall away if the company or its substantial shareholder is being wound up, has a receiver or judicial manager appointed, is in a creditor compromise or scheme of arrangement, has an unsatisfied judgment debt enforcement order, or is convicted of a relevant offence (paragraph 5(5)).

What are the red lines that turn an exempt structure into licensable business?

Third-party money, holding out and mixing activities are the usual triggers. Each can remove the exemption for the whole business, not only the offending mandate.

• Third-party money: the related-corporation and individual exemptions fail if any managed asset is held on trust for, or owned by, someone outside the permitted circle. For an SFO, a friend’s capital, a partner’s co-investment or a second unrelated family fails the client test. Our article on when an SFO crosses the licensing line works through such fact patterns.
• Holding out: section 82(1) SFA prohibits holding out as carrying on fund management without a licence.
• Mixing activities: under paragraph 5(2)(a), a person exempt under paragraph 5(1)(a), (b), (c), (e), (f), (h) or (j) loses the exemption if it also carries on fund management outside that sub-paragraph. A group treasury company cannot take one outside mandate and keep its exemption for the rest.
• Drift: key-employee AUM above 10%, a non-family shareholder joining, or a closed bank account can break the SFO conditions after set-up.

Unlicensed fund management is an offence under section 82(3) SFA, with a further fine of up to S$15,000 a day for a continuing offence. Breaching conditions imposed on an exempt person under section 99(4) carries a fine of up to S$50,000 under section 99(5), and MAS may withdraw an exemption under section 99(6), including where business is run contrary to the public interest. An appeal lies to the Minister within 30 days, and the Minister’s decision is final.

How should a group test which exemption applies?

Start from the source of the money. The answer to “whose money is it?” usually settles the route before any structuring question arises.

1. List every portfolio the Singapore entity manages and record, from registers of members and trust deeds, whose assets each represents.
2. If any asset belongs to an outsider, a licence or licensed manager is needed for that money, and paragraph 5(2)(a) may affect the rest.
3. If the related corporations’ assets mostly originate from one family, test paragraph 5(1)(ba).
4. Otherwise, test paragraph 5(1)(b): every client a related corporation, and no asset held on trust, from an investment contract or owned by outsiders.
5. For an individual managing family wealth personally, check every beneficiary against paragraph 5(1)(c).
6. Diarise filings: commencement notice within 14 days, annual return within 4 months after year end, continuation notice by 15 June 2027 for legacy SFOs.
7. Recheck the conditions at every change in shareholding, staff equity, AUM mix or banking.

If the family wants its own VCC, a second test applies. Section 46(2) of the Variable Capital Companies Act 2018 requires the manager to be a CMS licensee for fund management, a person mentioned in section 99(1)(a) to (d) SFA, or a prescribed person, and section 46(3) provides that a VCC cannot be its own manager. A Second Schedule exemption is not one of the categories named in section 46(2)(a) or (c), so the prescribed-person route must be checked separately. Our analysis of whether an SFO can manage its own VCC covers that interface.

Frequently asked questions

Is there still a registered fund management company in Singapore?

No. The RFMC exemption in paragraph 5(1)(i) of the Second Schedule to the SF(LCB)R was deleted with effect from 1 August 2024. Third-party fund management now needs a CMS licence or another specific exemption.

Can a family holding company use the related-corporation exemption after 15 June 2026?

Not where more than 50% in value of the related corporation’s assets originate from one family. Such groups should test paragraph 5(1)(ba). Companies exempt under the old wording are covered until 15 June 2027 or an earlier notice of continuation.

Can MAS still grant an individual exemption?

Section 99(1)(h) SFA still allows MAS to exempt other persons or classes, with conditions under section 99(4). For SFOs, however, the class exemption now applies, and SFOs previously exempted under section 99(1)(h) must lodge a notice of continuation by 15 June 2027.

Can an exempt SFO manage money for a family friend?

No. Clients are limited to family members, key employees and eligible entities funded by them. A friend’s money, however small, is outside the exemption.

Does an individual managing money for grandchildren need a licence?

Grandchildren are not on the paragraph 5(1)(c) list, so that personal exemption does not cover them. A corporate SFO under paragraph 5(1)(ba), which reaches five generations, may be the appropriate route.

Sources

• Securities and Futures (Licensing and Conduct of Business) (Amendment) Regulations 2026 (S 373/2026), Singapore Statutes Online
• Securities and Futures (Licensing and Conduct of Business) Regulations, regulation 14 and Second Schedule, Singapore Statutes Online
• Securities and Futures Act 2001, section 99, Singapore Statutes Online
• MAS FAQs on Licensing Exemption Framework for Single Family Offices

Raffles Corporate Services helps family offices and corporate groups structure exempt fund management entities, keep the registers and filings these exemptions depend on, and set up VCCs with ongoing compliance. Email hello@rafflescorporateservices.com or Call/SMS/WhatsApp +65 8501 7133, or visit Raffles Corporate Services.

Last reviewed: 17 October 2026. The Editorial Team, Variable Capital Companies Act.