Singapore has no general foreign-investment approval for acquisitions, but stakes in entities designated under the Significant Investments Review Act 2024 need notification or prior approval, and regulated sectors have their own change-of-control rules. Merger control under the Competition Act 2004 is voluntary: CCS expects parties to self-assess against indicative market-share and small-merger thresholds and to notify where a deal may substantially lessen competition. Insolvency and restructuring sit in one statute that adopts the UNCITRAL Model Law on Cross-Border Insolvency. The Take-over Code points remain unconfirmed.
Merger control
The Competition and Consumer Commission of Singapore (CCS, formerly abbreviated CCCS) reviews mergers under section 54 of the Competition Act 2004, which prohibits mergers that substantially lessen competition. Notification is not required before or after completion, but parties are expected to self-assess. The Act applies to private-sector businesses whether or not they are foreign-owned.
CCS says it is unlikely to investigate unless the merged entity will have a market share of 40% or more, or 20% to 40% where the three largest firms will together hold 70% or more. It is also unlikely to investigate a merger of small companies, where each party's Singapore turnover in the preceding financial year is below S$5 million and combined worldwide turnover is below S$50 million. These are indicators, not safe harbours.
A notified merger goes through a Phase 1 review of 30 working days (25 for a streamlined assessment of clearly unproblematic deals, extendable by up to 20 working days). Where concerns remain, CCS aims to complete a Phase 2 review within 100 working days. Application fees run from S$5,000 for deals involving small or medium-sized enterprises to S$100,000 where the target's turnover exceeds S$600 million.1234567
Investment screening and sector approvals
Singapore does not screen foreign investment generally. The Significant Investments Review Act 2024, in operation since 28 March 2024, applies only to entities designated as critical to national security. For a designated entity, a buyer must notify within 7 calendar days of becoming a 5% controller and obtain approval before becoming a 12%, 25% or 50% controller; the Minister can vary these thresholds for particular entities.
The Office of Significant Investments Review publishes the designated list. When checked it named 11 entities, mainly in energy and refining, defence engineering and logistics, so checking the list is the first diligence step. Banks, insurers, telecoms, media and energy businesses can also face change-of-control approvals under their sector laws, which should be mapped at term-sheet stage.8910
Public takeovers and insolvency
For listed companies, the Singapore Code on Take-overs and Mergers, administered by the Securities Industry Council, is understood to require a mandatory general offer when a person crosses 30% of voting rights, or when a holder of 30% to 50% acquires more than 1% in six months. This could not be confirmed on the official text and should be checked before relying on it.
Distressed deals and restructurings fall under the Insolvency, Restructuring and Dissolution Act 2018, which consolidates the law on arrangements with creditors, receivership, winding up and bankruptcy and regulates insolvency practitioners. It adopts the UNCITRAL Model Law on Cross-Border Insolvency, and the SICC can hear international corporate insolvency and restructuring proceedings, which supports Singapore's use for regional group restructurings.111213
| Regime | Authority | Trigger | Mandatory? |
|---|---|---|---|
| Merger control (Competition Act 2004) | CCS | Risk of substantial lessening of competition; indicative 40%, or 20% to 40% with three-firm share of 70% | Voluntary |
| Significant Investments Review Act 2024 | Minister, through the Office of Significant Investments Review | Notify within 7 days of becoming a 5% controller; approval before becoming a 12%, 25% or 50% controller of a designated entity | Yes, for designated entities |
| Take-over Code (unconfirmed) | Securities Industry Council | 30% voting rights, or more than 1% in six months between 30% and 50% | Yes, mandatory offer |
Documents usually needed
- Market definition and market share analysis for the competition self-assessment
- Singapore and worldwide turnover figures for each party for the preceding financial year
- Check of the OSIR designated entities list for the target and its group
- List of sector licences held by the target with change-of-control conditions
- Merger notification and fee payment where the parties choose to notify CCS
Common mistakes
- Treating voluntary notification as meaning merger control can be ignored.
- Missing a sector regulator's change-of-control approval in banking, insurance, telecoms or energy.
- Building a stake in a designated entity past 12% without prior approval under the Significant Investments Review Act.
- Crossing the 30% take-over threshold through incremental purchases without planning for a mandatory offer.
- Relying on old guidance or contact details that still refer to CCCS rather than CCS.
When the business crosses borders
- Singapore turnover for the small-merger test includes turnover from customers in Singapore, so offshore parties selling into Singapore are counted.
- Singapore's restructuring regime, with its adoption of the UNCITRAL Model Law on Cross-Border Insolvency, is often used for groups with assets across Southeast Asia.
- Investment screening is targeted: check designated-entity status rather than assuming a general foreign-investment approval.
Questions businesses ask
Is merger filing mandatory in Singapore?
No. Notification is voluntary, but mergers that substantially lessen competition are prohibited, so parties above the indicative market-share thresholds usually consider notifying.24
How long does a CCS merger review take?
Phase 1 takes 30 working days, or 25 for a streamlined assessment, and can be extended by up to 20 working days. A Phase 2 review, if needed, is targeted at 100 working days.6
What this guide does not yet confirm
These points need checking with a qualified local professional in Singapore before you rely on them.
- The Singapore Code on Take-overs and Mergers could not yet be checked; the mandatory offer thresholds remain unconfirmed.
- CCS's Guidelines on the Substantive Assessment of Mergers could not yet be checked, and whether section 54 reaches mergers between foreign parties without a Singapore presence is not stated on the CCS pages read; section 33 of the Competition Act could not yet be checked.
- Penalties and remedies for infringing section 54 were not confirmed.
- The original commencement date of the Insolvency, Restructuring and Dissolution Act 2018, and details of judicial management and moratoria, were not confirmed.
- Sector-specific change-of-control regimes were not researched.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Singapore's competition authority is the Competition and Consumer Commission of Singapore (CCS), which keeps a public case register of mergers and acquisitions it has reviewed. The authority was previously known by the abbreviation CCCS; the former cccs.gov.sg address now redirects to ccs.gov.sg.
Public register URL seen on the home page:
Singapore has a voluntary merger notification regime: merger parties are not required to notify CCS before or after completing a merger, but should self-assess, and a merger that substantially lessens competition infringes section 54 of the Competition Act 2004. Parties concerned that a merger may infringe section 54 are advised to notify CCS. Sector regulators may run separate approval regimes, which were not confirmed here.
Re-checked on the official PDF linked from the CCS Competition Act and guidelines page. The CCS Mergers and Acquisitions page also states that merging entities are not required to notify but should self-assess, and that a merger which substantially lessens competition infringes section 54. The PDF carries no publication date; the CCS listing shows it as last updated 1 May 2026.
The Competition Act 2004 applies to commercial activities of private-sector entities regardless of whether the business is foreign-owned, but does not apply to activities of the Government or of statutory boards. State-owned enterprises and companies in which the Government or a statutory board holds shares are not excluded for that reason alone.
CCS considers a substantial lessening of competition unlikely, and is unlikely to investigate, unless the merged entity will have a market share of 40% or more, or a share of between 20% and 40% where the post-merger combined share of the three largest firms is 70% or more. The thresholds are indicative only; they are not a safe harbour and do not create a filing obligation.
Corrected source: the thresholds appear in the CCS Guidelines on Merger Procedures and on the CCS Mergers and Acquisitions page, not only in the substantive assessment guidelines (which could not yet be checked).
CCS is unlikely to investigate a merger that involves only small companies, where each party's turnover in Singapore in the financial year before the transaction is below S$5 million and the combined worldwide turnover of all parties in that year is below S$50 million. Both conditions must be met. Turnover in Singapore includes turnover booked in Singapore and turnover from customers in Singapore.
CCS completes a Phase 1 review of a notified merger within 30 working days, or 25 working days for a streamlined assessment of mergers that clearly raise no concerns, and endeavours to complete a Phase 2 review within 100 working days. The Phase 1 period can be extended by up to 20 working days, making Phase 1 up to 50 working days. CCS expects the streamlined assessment to apply to most mergers. Phase 2 follows where CCS still has concerns after Phase 1.
Corrects an earlier assumption of a 120 working day Phase 2 period; the guidelines state 100 working days.
CCS charges a fee for an application for a decision on a merger or anticipated merger of S$5,000 where all merger parties, or the acquirer, are small or medium-sized enterprises, and otherwise S$15,000, S$50,000 or S$100,000 according to whether the target's turnover is up to S$200 million, between S$200 million and S$600 million, or above S$600 million. A small or medium-sized enterprise is a business with annual sales turnover of not more than S$100 million or not more than 200 employees.
The CCS Guidelines on Merger Procedures (footnote 21) refer to the Competition (Fees) Regulations 2007 for the fee amounts; the regulations themselves could not yet be checked. Independent check 19 Oct 2026: the page does not say which band a target turnover of exactly S$600 million falls into.
The Significant Investments Review Act 2024, in operation from 28 March 2024, protects Singapore's national security interests by regulating significant investments in, and control of, critical entities that the Minister designates. Applies only to designated entities, which are published; it is not a general foreign-investment screening regime. It is administered by the Office of Significant Investments Review (OSIR).
Corrected: the Act names 'the Minister charged with responsibility for this Act' rather than a named ministry. The OSIR website describes OSIR as part of the Ministry of Energy, Trade and Industry (the former Ministry of Trade and Industry address, mti.gov.sg, now redirects to meti.gov.sg).
For a designated entity under the Significant Investments Review Act 2024, a person must notify the Minister within 7 calendar days of becoming a 5% controller and must obtain the Minister's approval before becoming a 12%, 25% or 50% controller. These are default thresholds in the Act; the Minister can vary them for specific entities by subsidiary legislation. Separate approval obligations apply to disposals, acquisitions of a designated entity's business or undertaking, and appointments of key personnel.
Disposal, business-acquisition and key-personnel obligations are listed on the OSIR home page; their detailed thresholds could not yet be checked.
OSIR publishes the list of entities designated under the Significant Investments Review Act 2024; when checked it named 11 currently designated entities, including companies in the ExxonMobil, Aster and ST Engineering groups, Singapore Refining Company and ST Logistics, with designation dates from 31 May 2024 to 30 July 2026. Shell Singapore Pte. Ltd. was formerly designated; its designation was cancelled on 19 November 2025. The list changes over time and must be checked for each deal.
Under the Singapore Code on Take-overs and Mergers, administered by the Securities Industry Council, a person who acquires 30% or more of the voting rights of a company within the Code, or who holds between 30% and 50% and acquires more than 1% in any six months, must generally make a mandatory general offer. Applies mainly to Singapore-listed companies and certain unlisted public companies, business trusts and REITs; the Council can grant waivers.
Still unconfirmed. In October 2026 the MAS Take-over Code page could not yet be checked (fetch errors on the likely MAS code URLs) and the Securities Industry Council site (sic.gov.sg) blocks automated access. The statement is from prior knowledge and must be checked against the current Code text before publication.
The Insolvency, Restructuring and Dissolution Act 2018 consolidates the law on compromises and arrangements with creditors of companies and individuals, receivership, corporate insolvency and winding up, individual insolvency and bankruptcy, and the regulation of insolvency practitioners. Current text is the 2020 Revised Edition, in operation from 31 December 2021.
Corrected to match the long title. Judicial management and the original commencement date (understood to be 30 July 2020) were not visible on the page opened and are not stated as fact.
The Insolvency, Restructuring and Dissolution Act 2018 adopts the UNCITRAL Model Law on Cross-Border Insolvency, and the SICC has jurisdiction over corporate insolvency, restructuring and dissolution proceedings that are international and commercial in nature. The SICC page also refers to group restructuring and recognition proceedings and court-to-court coordination.
Page last updated 27 October 2025.
Questions on this topic
13 statements on m&a, competition, investment screening and insolvency in Singapore, 1 not yet checked against a source
