Singapore has long marketed itself as one of the most open economies in the world. Capital moves freely, foreign ownership rules are light, and there is no general approval regime for foreign investors looking to acquire Singapore companies. The Significant Investments Review Act 2024 (SIRA), which came into force on 28 March 2024, changes that picture for a narrow but important slice of the economy.
SIRA gives the Minister for Trade and Industry the power to designate “designated entities” that are critical to Singapore’s national security interests. Once a company is designated, its shareholders, directors and the company itself become subject to ownership notification, approval and reporting obligations enforced by the Ministry of Trade and Industry (MTI). Breaches can trigger directions, divestment orders and criminal penalties.
This guide explains who is caught, what events trigger SIRA filings, and how to stay compliant if your business or your investors fall within scope.
What SIRA does and why it was enacted
SIRA is the first general-purpose foreign investment screening regime in Singapore. It sits alongside sectoral regimes that already exist in banking, insurance, capital markets, telecoms and broadcasting. Where those sectoral rules cover regulated licensees, SIRA covers entities outside those regimes that nonetheless perform functions critical to national security — for example, suppliers of essential services or holders of sensitive technology and data.
The Act adopts a list-based approach. Only entities that the Minister has designated are caught. Designation is published in the Gazette, and the Minister must consider whether an entity is “critical to Singapore’s national security interests” before designating it. This narrow scope was a deliberate policy choice to preserve Singapore’s open-economy reputation while protecting genuinely sensitive assets.
Key concepts: designated entities and significant business actors
Designated entities
A designated entity is a Singapore-incorporated entity that the Minister has gazetted under Section 16 SIRA. Designation can be made on national security grounds, and the entity will typically be a company or limited liability partnership that supplies essential goods, services or infrastructure.
Once designated, the entity itself takes on direct compliance obligations, including notifying MTI of any changes in control or business.
Significant business actors
SIRA also creates a separate category called “significant business actors” — entities that, even without holding designated status, may be subject to ownership and control review when MTI considers it necessary on national security grounds. Significant business actors may be Singapore-incorporated or foreign entities carrying on business in Singapore.
What triggers a SIRA filing
Once an entity is designated, the following events typically require notification or prior approval:
- Acquiring 5% or more interest in a designated entity — notification within 7 days.
- Becoming a 12%, 25% or 50% controller — prior approval from MTI required.
- Indirect controllers — any person who acquires control over an upstream holding company that controls a designated entity is also caught.
- Disposals — ceasing to be a 50%, 25% or 12% controller must be notified within 7 days.
- Change of CEO, director, chairperson — designated entities must notify MTI in advance.
- Voluntary winding up or dissolution — MTI approval required.
The thresholds are deliberately layered to mirror the existing controller regimes in the Banking Act and Insurance Act, so practitioners already familiar with MAS notifications will find the structure recognisable.
Step-by-step: what to do if SIRA applies to you
Step 1: Check the gazette and the MTI register
The list of designated entities is maintained by MTI. Before any transaction or change in shareholding, check whether the target or any upstream holding company is on the register.
Step 2: Determine the trigger
Identify whether the proposed change crosses a notification threshold (5%) or an approval threshold (12%, 25%, 50%). If multiple thresholds will be crossed (for example, a 6% to 30% stake increase), file at the highest applicable threshold.
Step 3: Prepare and submit the application
Approval applications must include the identity of the acquirer, the source of funds, the rationale for the transaction and information on the acquirer’s ultimate beneficial owners. MTI publishes prescribed forms on its website. Aim to file at least 30 working days before completion.
Step 4: Comply with conditions
MTI can attach conditions to its approval — for example, board composition requirements, security clearance for key personnel or restrictions on data access. These are binding and breach can trigger enforcement action.
Step 5: Annual reporting
Designated entities must file an annual ownership return setting out their shareholding structure and confirming that no unnotified controller changes have occurred.
Documents typically required
| Document | Purpose |
|---|---|
| Group structure chart | Show acquirer’s ultimate beneficial owners |
| Source of funds declaration | Demonstrate legitimate funding |
| Sale and purchase agreement | Establish the transaction |
| Acquirer directors’ CVs and clearances | Fit and proper assessment |
| Board composition post-completion | Show effective control |
| Audited financials of acquirer (3 years) | Financial soundness |
Penalties for non-compliance
Penalties under SIRA are significant. A breach of the controller notification or approval rules can attract a fine of up to S$1 million for individuals and S$10 million or 10% of annual turnover for entities, whichever is higher. The Minister can also issue directions, including ordering divestment of unauthorised shareholdings or restoration of prior control arrangements.
Directors of designated entities have a personal duty to ensure the entity files its annual return and notifies any change in CEO, chairperson or director. Failure can result in a fine and disqualification from holding office in any designated entity.
How SIRA interacts with other regimes
SIRA does not displace existing sectoral regimes. If a target is a bank, an insurer, a CMS-licensee or a telecoms licensee, the applicable sectoral controller rules (Section 15 of the Banking Act, Section 27 of the Insurance Act, Section 97A of the Securities and Futures Act) continue to apply in addition to SIRA. In practice, deal counsel must run both regimes in parallel and align timelines for approval.
Where a transaction is also subject to Singapore competition review by the Competition and Consumer Commission of Singapore or to foreign investment screening in another jurisdiction, SIRA approval is generally one of several gating conditions that must be satisfied before completion.
Practical implications for SMEs and foreign investors
Most SMEs are not caught by SIRA — only entities specifically designated by the Minister fall within the regime. For the vast majority of Singapore companies, ownership changes continue to be governed by ordinary share allotment and transfer rules under the Companies Act 1967.
However, foreign investors looking at sectors with potential national security significance — defence supply chains, cybersecurity, critical infrastructure, certain energy and water utilities, sensitive data processing — should run a SIRA screen as part of pre-deal due diligence. The cost of redoing a transaction after a forced divestment far exceeds the cost of filing.
If you are a designated entity, your corporate secretary should keep an up-to-date register of controllers crossing the 5% threshold and a calendar of annual return deadlines. SIRA returns sit alongside the regular annual return to ACRA but are filed separately with MTI.
Frequently asked questions
Is every Singapore company subject to SIRA?
No. Only entities specifically designated by the Minister and gazetted are caught. As at 2026, the list remains short — fewer than a dozen entities — but is reviewed periodically.
Does SIRA apply to listed companies?
Yes, if the listed company is designated. Listed designated entities have additional disclosure obligations under SGX Listing Rules that complement SIRA.
How long does SIRA approval take?
MTI does not publish a statutory turnaround time. In practice, complete and well-prepared applications are typically processed in 30 to 60 working days. Complex cases involving cross-border ownership chains take longer.
Can MTI reject an application?
Yes. MTI can refuse approval, attach conditions or require restructuring of the transaction. Applicants can request reconsideration but there is no formal appeal to the courts on the merits.
Is SIRA approval transferable?
No. Each transaction is reviewed on its own merits, and prior approval of an acquirer does not pre-clear future acquisitions.
How Raffles Corporate Services can help
SIRA compliance is largely a corporate secretarial and disclosure exercise once a transaction is structured. Our team can help you:
- Screen targets against the MTI designated entity register
- Map controller thresholds and prepare notification and approval filings
- Maintain the statutory controller register for designated entities
- Coordinate SIRA approval timelines with ACRA filings and other sectoral approvals
- Prepare and file the annual SIRA return
For a confidential discussion on whether SIRA applies to your transaction or your business, contact us at [email protected].
This article is for general information only and does not constitute legal advice. For SIRA-specific guidance on your transaction, please consult qualified Singapore counsel.
— The Editorial Team, Raffles Corporate Services