MAS Registered Fund Management Company (RFMC) sunset and migration — Complete 2026 guide
The MAS Registered Fund Management Company (RFMC) regime has been wound down and replaced with a streamlined fund manager framework that no longer recognises registration as a standalone class. RFMCs that previously relied on Paragraph 5 of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations have transitioned to a Licensed Fund Management Company (LFMC) authorisation or exited the regulated population entirely.
Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.
What the MAS registered fund management company regime used to be
Before the sunset, the RFMC class authorised a fund manager to serve up to 30 accredited or institutional investors and to manage assets of up to S$250 million, subject to base capital of S$250,000 and a competency framework focused on the CEO and two relevant professionals. Section 86 of the Securities and Futures Act 2001 sets the perimeter for regulated activities, and the now-superseded paragraph 5 exemption was the gateway through which RFMC sponsors entered MAS oversight without holding a Capital Markets Services (CMS) licence.
Section 86 of the Securities and Futures Act 2001 establishes the licensing perimeter for fund management as a regulated activity. The RFMC class operated as a notification regime — sponsors filed Form 22A, MAS conducted a fit-and-proper assessment, and the firm appeared on the public RFMC register, but no CMS licence was issued.
Why MAS retired the RFMC class in 2024–2026
MAS consulted on the streamlined fund manager framework on 24 October 2024 and finalised the policy positions through follow-up papers in 2025. The supervisory rationale was straightforward: maintaining two parallel classes (registered and licensed) increased compliance complexity for firms that grew beyond the RFMC ceiling and created perimeter confusion for distributors and counterparties. The new single-tier LFMC framework with proportionate notification carve-outs replaces both the RFMC class and the prior LFMC (A/I) sub-class structure.
For sponsors, the practical consequence is that any RFMC that wishes to continue fund management activities in Singapore needs to have completed migration to an LFMC authorisation by the MAS-stipulated cutover window, or to have notified MAS of cessation and surrendered the registration. Active RFMCs not migrated by the end of the transition period are deemed to have exited the regulated population.
Who this affects — RFMC migration cohorts
The migration cohorts split cleanly. The first cohort is private-fund managers serving 5–30 accredited investor LP groups, typically family-and-friends private equity, growth equity or venture sleeves. The second is single-family office RFMCs that historically operated under a “managing related corporations only” carve-out and now need to confirm whether their facts fit the new single-family office exemption or whether an LFMC authorisation is required. The third is external asset manager (EAM) sleeves attached to multi-family offices that hold custodian-segregated client mandates.
For UHNW principals running a single-family office through a VCC, the migration interacts tightly with the VCC Act 2018 Section 46 Permissible Fund Manager rules — the VCC must be managed by an MAS-regulated permissible fund manager, so the RFMC vehicle that previously sat at the top of the chain needs a substitute that satisfies Section 46 from the migration date.
Eligibility for the LFMC migration path
Eligibility for the LFMC migration path turns on four hard tests: base capital and risk-based capital that can be sustained at S$250,000 to S$500,000 depending on AUM; a CEO with at least 10 years of relevant fund management experience and two relevant professionals each with at least 5 years; an outsourcing and compliance framework that meets the MAS Guidelines on Risk Management Practices for fund management; and a custody/independent valuation arrangement that satisfies Regulation 13B of the SF(LCB)R for client assets.
A migrating RFMC that cannot meet the LFMC competency or capital tests has two soft-landing options: surrender the registration and wind down client mandates in an orderly six-to-nine-month run-off, or restructure into a corporate finance advisory model under Paragraph 7 of the Second Schedule (research/advisory only, no portfolio management).
Cost and timeline of the RFMC-to-LFMC migration
For a typical sub-S$250 million fund, the cost stack runs as follows. Application fees to MAS are S$1,000 for the LFMC application; regulatory legal counsel typically costs S$45,000 to S$95,000 depending on complexity of the existing fund structure; an independent compliance review is S$15,000 to S$35,000; and capital top-up is S$0 to S$250,000 depending on the firm’s existing balance sheet. Total external cost for a clean migration is generally S$60,000 to S$130,000 before any capital injection.
Timeline-wise, document preparation runs 6 to 10 weeks (Form 1A application, business plan, organisation chart, compliance manual update); MAS review runs 14 to 22 weeks with two to three queries per cycle; total elapsed time from kick-off to licence-in-principle is therefore typically 5 to 8 months. Firms that started the conversation in 2024 are now (June 2026) in the licence-issued phase; latecomers face concurrent cohort pressure and longer queues.
Step-by-step migration process
The migration itself runs in seven steps. First, scope the migration: confirm AUM, investor count, fund vehicles and sub-advisory relationships so the application is sized correctly. Second, fix the capital base: an LFMC at S$250 million AUM needs S$500,000 base capital, so a top-up may be required before filing. Third, refresh the compliance manual: the MAS Guidelines on Risk Management Practices, Notice SFA 04-N09 on Reporting of Misconduct, and the AML/CFT requirements in Notice SFA 04-N02 all need to be reflected in the manual. Fourth, prepare Form 1A with supporting documents: business plan, organisation chart, CEO and director CVs, audited financial statements, and the compliance manual. Fifth, file with MAS via the FINNet portal and respond to queries. Sixth, on licence issuance, transition the fund agreements: investment management agreements (IMAs), subscription documents, fund admin and custody arrangements all need updated counter-party references. Seventh, notify the public register and surrender the RFMC entry.
Practical sequencing matters — fund manager substitution for a VCC needs to be filed with ACRA via BizFile+ within the timeframes set out in the VCC’s constitution, and depending on the constitution may require a sub-fund-level resolution. Coordinated filing with the LFMC issuance date avoids a “no permissible fund manager” gap.
Common mistakes and gotchas
The first common mistake is treating the migration as a paper-only exercise. The new LFMC framework places real weight on the risk management framework and the independence of the compliance function — sponsors who simply rebrand the old RFMC compliance manual without addressing portfolio-level risk limits, valuation governance and conflicts-of-interest policies attract queries that add months to the timeline. Second, capital is often misjudged: AUM is measured by reference to assets under management (including committed but undrawn capital for certain closed-end funds), not by reference to NAV alone. Third, the CEO experience test is strict — the 10-year period must be in fund management or directly equivalent buy-side activity, and credit sleeves or sell-side trading do not always count. Fourth, related-party fund management (the old “managing related corporations” carve-out) under the streamlined framework requires careful mapping to the new single-family office exemption — a number of RFMCs that thought they qualified as related-party only have discovered they hold a small external sleeve that pushes them into the LFMC perimeter.
Sponsors looking at the migration alongside a broader Singapore corporate footprint should also coordinate with Singapore Pte Ltd company registration for foreigners, particularly where the management company itself is being incorporated by foreign principals.
How RFMC migration interacts with VCC and family office structures
Most RFMC sponsors hold either a VCC umbrella or a Cayman/BVI feeder, with the Singapore RFMC at the top of the management chain. Under the streamlined framework, the LFMC that replaces the RFMC must continue to satisfy Section 46 of the VCC Act 2018 as the permissible fund manager for the VCC; if migration is delayed, an interim fund manager substitution may be needed. For family offices that previously relied on RFMC status to discharge their MAS oversight obligations, the migration interacts with the MAS Licensed Fund Management Company (LFMC) framework and with the Section 13O and 13U fund tax incentive conditions, which both require a Singapore-resident fund manager that is MAS-regulated.
FAQs
Is the RFMC class still open for new applications? No. MAS closed the RFMC class to new entrants when the streamlined fund manager framework was finalised. New fund managers apply directly for an LFMC authorisation.
What happens if my RFMC misses the migration cutoff? The RFMC entry is treated as ceased, and any continuing fund management activity would be unlicensed and a breach of Section 86 of the Securities and Futures Act 2001. The practical path is to apply for an LFMC, but you will be filing without the safe harbour of continuous authorisation.
Do I need to inform investors about the migration? Yes. Standard practice is a notification letter to LPs identifying the migration date, the new authorisation reference and any consequential amendments to the IMA or fund prospectus. For VCC sub-funds, a sub-fund-level notice may be required by the constitution.
Can I run an MAS-exempt single-family office instead of migrating? Potentially, but only if the facts strictly fit the single-family office definition (assets managed only for members of a single family, no external pooled investments, no marketing to third parties). Most “single-family office RFMCs” historically held a small external sleeve and would not qualify.
How long do I have to surrender the RFMC after I get my LFMC? MAS expects surrender within 30 days of LFMC issuance, coordinated so there is no gap in authorisation. Document the resolutions and file the surrender form promptly.
Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services helps sponsors plan, file and complete the RFMC-to-LFMC migration alongside VCC and family office workstreams — book a scoping call to map your migration runway.