Mergers and Acquisitions Lawyers in Singapore

Mergers and acquisitions in Singapore can be completed following specific regulations. The term refers to the purchase of a legal entity by another legal entity (acquisition) and to uniting 2 different entities into a single one (merger).

These 2 procedures are complex from a legal point of view and will always need the assistance of professionals specialized in commercial matters. For this, you can always rely on our team of M&A lawyers in Singapore.

Legislation on mergers and acquisitions in Singapore

The main legal framework governing mergers and acquisitions is the Singapore Commercial Law. With respect to the sale of a company, Section 160 of the Companies Act provisions that the shareholders’ simple majority of votes should be obtained in order for the acquisition to take place.

All Singapore shareholders who are part of the majority voting must be present at the general meeting when the decision is made. Other legislation referring to mergers and acquisitions in Singapore is the Competition Act.

Quick Facts
What is M&A?	M&A refers to mergers and acquisitions, which define the process through which 2 entities fusion into a new structure. A merger represents the creation of a new entity established by 2 different businesses, while an acquisition defines the process through a business is purchased by another company.
Legislation	Mergers and acquisitions in Singapore are regulated by the: Companies Act 1967, Competition Act 2004, Securities and Futures Act 2001, Significant Investment Review Act 2024, the Takeover Code.
Private/public M&A	The law provides for both public and private mergers and acquisitions in Singapore.
Government approval (yes/no)	Yes – it is necessary in designated entities in which the acquring company gains control of at least 12%, 25% or 50%.
Types of entities for which M&A is allowed	Corporations, business trusts, investment funds (real estate investment trusts), private and public entities, unlisted public companies, etc.
Rules of unlisted public companies	Unlisted public companies can enter M&A provided that they have more than 50 shareholders and net assets above S$ 5million.
Responsible authority	the Securities Industry Council
Methods to conduct private M&A	share sales, assets sales
Methods to conduct public M&A	general offers, reverse takeovers, volunary delistings, schemes of arrangements
Specialists involved in the procedure	Mergers and acquisitions in Singapore can be successfully compled with the assistance of financial advisors, accountants, tax specialiss, valuers, lawyers.
Tax benefits for acquiring companies	M&A Allowance Scheme, applicable until 2030 (the acquiring company can claim a tax allowance of 25% calculated on the value of acquired shares).
Qualification criteria for acquiring companies claiming tax benefits	It must be a Singapore tax resident, carry out a business activity, have at least 3 Singapore employees in the 12 months before the M&A. It must also prove that it did not have any connection in the last 2 years with the company that it is purchased.
Documentation for M&A	– shareholders’ agreement for the sale of shares; – agreement for the transfer of corporate assets; – a sale contract; – a non-disclosure agreement; – for public M&As, the parties must prepare additional documents – an offer announcement, the target circular, the offer document, etc.
How long does it take to complete M&A procedures?	24 months (extended by maximum 12 months) in the case of special purpose acquisition companies. In all other cases, the law does no specify a standard/required timeframe.
Transaction pricing policies	In private M&As, the price of the transaction is established based on the principle of negotiation between the parties. In public M&As, the Takeover Code imposes minimum pricing guidelines.

Mergers are also regulated by the Code on Take-overs and Mergers which applies to the acquisition of voting power in public companies in Singapore. Other legislation referring to mergers and acquisitions are the Banking Act, the Finance Companies Act and the Singapore Employment Law. The video below shows the main steps to follow in merger and acquisition deals in Singapore:

Ways to purchase a company in Singapore

A Singapore company purchasing another business may do so:

by acquiring issued shares in the target company (a share sale);
by purchasing the target company with all its assets and liabilities (a business sale).

In the case of share sales, the buyer may be a foreign company. In the case of business sales, the purchasing company must be a local company, or a Singapore branch of a foreign company.

The share deal is a simple transaction as it only requires a transfer of ownership of the shares in the target company. The business deal is more complicated as all the target company’s assets must be transferred to the purchasing company in Singapore. Our Singapore M&A lawyers may offer you all the necessary information about mergers and acquisitions.

Public mergers and acquisitions in Singapore

The acquisition of a public company in Singapore can be achieved through:

general offers;
scheme of arrangements;
amalgamation proposals.

The most common practices are general offers when it comes to mergers and acquisitions (M&A) of Singapore companies. General offers may be voluntary or mandatory. The mandatory offer must be made for all the target company’s shares, while voluntary offers can be made for all or a part of the target company’s shares.

A public company refers to a legal entity whose shares can be freely traded, including on the stock exchange. In its case, the procedure for M&A is done in accordance with the rules of the Takeover Code. In Singapore, a public company can be listed or unlisted (meaning, registered on the stock exchange or not registered, respectively).

For the unlisted public company, the Takeover Code can apply if the following conditions are met:

the company has more than 50 shareholders;
is has net assets above $5 million.

Our team of M&A lawyers in Singapore can provide in-depth information on the Takeover Code and other rules that may apply to public companies. Please know that the same Code regulates real estate investment trusts.

Statistics on mergers and acquisitions in Singapore

Mergers and acquisitions in Singapore are common amongst the activities that are carried out in the country’s corporate world. The practice has become more popular at the end of 1999/ beginning of 2000s. In the list below, our team of lawyers in Singapore presents a few highlights concerning M&A completed by foreign companies in this country:

before the 1990s, there were fewer than 100 M&As per year (87, in 1990);
between 1991 and 1999, an increase in popularity is observed, as the number of deals per year ranged from more than 100 to almost 500 M&As (483 in 1999);
between 2000 and 2009, the lowest number of M&As was 535 in 2002 and the highest was 907, in 2007;
the following decade (2010 to 2019), had similar results (the highest number of M&As was in 2019, accounting for 980 deals);
in the current decade, the highest number of M&As was registered in 2021 (926 deals) and for 2025, it was estimated that there would be 700 deals (175 have already been completed in the 1st quarter of the year).

For details about the mergers and acquisitions of public companies, please address our law firm in Singapore. Investors who plan to relocate here on a long-term basis for the purpose of starting, buying and managing a company must observe the procedures for immigration to Singapore.

The law stipulates that investors must apply for suitable visas and for residency in Singapore. Our immigration lawyers in Singapore can offer the necessary legal support. For further assistance on our business and immigration services, please contact our law firm in Singapore. Our team can also help you set up an LLP in Singapore.