Accredited Investors in Singapore: Rules for Startups (2026)

An accredited investor in Singapore is an individual with net personal assets above S$2 million, net financial assets above S$1 million, or income of at least S$300,000 in the preceding 12 months, or a corporation with net assets above S$10 million. Startups can offer shares to accredited investors without a registered prospectus under section 275 of the Securities and Futures Act, with no limit on how many are approached.

This guide covers the definition, the four exemptions a Singapore company actually uses to raise, the conditions attached to each, and how to run outreach without breaking them. It is written for founders of a Singapore private limited company raising angel, seed or Series A money. It is not legal advice, and a Singapore securities lawyer should confirm the exemption before any offer goes out.

Who qualifies as an accredited investor in Singapore?

Singapore defines an accredited investor in section 4A of the Securities and Futures Act 2001 using three alternative tests for individuals and a net-asset test for corporations.

The Securities and Futures Act 2001 sets the thresholds. An individual qualifies by meeting any one of these:

A corporation qualifies with net assets above S$10 million, as shown on its most recent audited balance sheet, or on a certified balance sheet if it is not required to prepare audited accounts. The Act also lets MAS change these figures by regulation, so check the current text before relying on a number.

The MAS FAQs also describe an opt-in regime introduced in 2019, under which financial institutions must get an eligible investor's consent before treating them as accredited. How that regime applies to a startup making its own offer, rather than through a licensed intermediary, is a question for counsel. The safe practice is to collect a written accredited investor declaration from every investor either way.

How does Singapore's accredited investor test compare with the US?

Singapore's test is broader than the US test in one way and narrower in another: it counts part of the home, and it adds a separate financial-assets route.

The US definition sits in Rule 501 of Regulation D. Side by side:

The practical point: a US accredited investor is not automatically a Singapore accredited investor, and the reverse is also true. If your round mixes US and Singapore investors, each investor is tested under the rules of the market where the offer is made. US offers typically run under Rule 506(b) or 506(c); Singapore offers run under the exemptions below.

Which prospectus exemptions can a Singapore startup use?

Singapore requires a registered prospectus for any offer of shares unless an exemption applies, and four exemptions cover almost every startup round.

MAS states that, unless exempted, offers of securities must come with a prospectus registered with MAS. It lists the main exempt categories: small offers, private placements, offers to accredited or institutional investors, and offers with a minimum transaction amount of S$200,000.

Most seed rounds with a lead fund and a handful of angels can fit within more than one exemption. The choice matters because each one carries different conditions, and mixing them carelessly is how founders end up outside all of them.

What conditions apply when you rely on an exemption?

Every exemption bans advertising the offer, and most restrict how fees are paid and how shares can later be resold.

The text of sections 272A and 272B sets the conditions. The ones founders trip over:

Securities acquired under sections 274 and 275 have their own onward-sale rules in section 276. Founders rarely deal with these directly, but investors' counsel will ask, so know which exemption each investor came in under.

How do you verify that an investor is accredited?

Collect a signed declaration that names the specific test the investor meets, and keep supporting evidence on file for the life of the company.

There is no government registry of accredited investors. Verification is the company's job and, in practice, its lawyers'. A workable process:

Institutional VCs and corporate investors will usually confirm their own status in the subscription documents. Angels are where gaps appear, and where a later funding round's diligence finds them.

How should founders structure a Singapore round around these rules?

Decide the exemption before the first outreach message, because the exemption determines who you can contact and what you can say publicly.

A Singapore private limited company has a second constraint: under the Companies Act 1967, a private company can have no more than 50 members. A broad angel round can hit that cap, which is why founders often pool smaller cheques into a single nominee or SPV holder.

A practical sequence:

Cross-border rounds add a layer. If you also offer to US investors, US rules govern that leg. Our guide to finding accredited investors in the US covers the Reg D side, and our Singapore venture capital guide covers the fund landscape and VCC structures.

Where do government co-investment schemes fit?

Government co-investment can sit alongside a private round, but it does not change the prospectus rules for the private investors in that round.

Singapore runs co-investment programmes through Startup SG Equity, where a government-linked investor invests alongside qualifying third-party investors. The private investors in that round still come in under one of the exemptions above, so the same declaration, advertising and record-keeping discipline applies. Check the programme's current terms directly, since eligibility and ratios change.

For a deeper secondary summary of the private placement rules, CMS's expert guide to private placement in Singapore is a useful starting point before you speak to counsel.

Frequently Asked Questions

What is the minimum to be an accredited investor in Singapore?

An individual must meet one of three tests: net personal assets above S$2 million, net financial assets above S$1 million, or income of at least S$300,000 in the preceding 12 months. The primary residence counts toward net personal assets only up to S$1 million. A corporation needs net assets above S$10 million.

Can a Singapore startup raise from non-accredited investors?

Yes, under limited exemptions. The small offers exemption in section 272A allows personal offers raising up to S$5 million in any 12 months, and the private placement exemption in section 272B allows offers to up to 50 persons in any 12 months. Neither permits advertising the offer.

Does the 50-person private placement limit count investors or people approached?

It counts people who receive an offer within any 12-month period, not people who end up investing. A founder who sends round terms to 80 people has made 80 offers, even if only 12 invest. That is why targeted outreach matters more under section 272B than under the accredited investor exemption.

Can I post about my fundraise on LinkedIn in Singapore?

Posting about your company and product is generally fine, but an advertisement making an offer or calling attention to an offer is prohibited under the main prospectus exemptions. Publishing round terms or inviting the public to invest risks losing the exemption. Have counsel review any post that mentions an active raise.

Is a US accredited investor automatically accredited in Singapore?

No. The tests differ: Singapore counts part of the primary residence and has a separate S$1 million financial-assets route, while the US excludes the residence and uses different income thresholds. Each investor must meet the test of the jurisdiction whose exemption you rely on.

Do I need a lawyer to raise from accredited investors in Singapore?

The Securities and Futures Act does not require one, but the conditions attached to each exemption are technical and the consequences of getting them wrong fall on the company. Most institutional investors will expect round documents prepared by Singapore counsel. Budget for it as a fixed cost of the round.