MAS consults on proposed dematerialisation regime for shares of listed companies and regulatory framework for central securities depositories

1 April 2026

On 19 March 2026, the Monetary Authority of Singapore (“MAS”) published two consultation papers on a proposed dematerialisation regime for shares of listed companies and a proposed regulatory framework for central securities depositories (“CSDs”). Both consultations close on 20 April 2026.

MAS will consult separately on the specific legislative amendments after finalising the proposals in both consultation papers.

Proposed dematerialisation regime for shares of listed companies

The Companies Act 1967 (“CA”) requires public and private companies, including those listed on an approved exchange (“listed companies”), to issue physical share certificates to their members. These certificates serve as prima facie evidence of the members’ ownership of the specified shares.

In July 2020, the Accounting and Corporate Regulatory Authority (“ACRA”) published a consultation paper on various proposals including removing the requirement for physical share certificates under the CA, and enabling title to shares of companies to be evidenced electronically (“dematerialisation”). This proposal arose from a recommendation by the Companies Act Working Group, which highlighted the benefits of dematerialisation for listed companies including enhancing market efficiency, increasing the speed and efficiency of trading and settlement, and greater operational efficiency for The Central Depository (Pte) Limited (“Depository”).

Given the potential market-wide increase in efficiencies, and in line with ACRA’s proposal to remove the requirement for physical share certificates under the CA, MAS proposes to make legislative amendments to the Securities and Futures Act 2001 (“SFA”) to facilitate dematerialisation of shares of listed companies. This initiative will also support the development of a future tokenised economy by facilitating the adoption of tokenised financial assets such as listed shares.

MAS seeks comments on the proposed dematerialisation regime for shares of listed companies and its key features:

  • Physical share certificates not required to be issued: Listed companies will no longer be required to issue share certificates to their members in connection with the allotment or transfer of any of their shares.
  • Entries in listed companies’ register of members to constitute sole prima facie evidence of title: Where a company has opted to dematerialise its shares, MAS proposes that prima facie evidence of title to uncertificated shares will be based on the listed companies’ register of members.
  • Uncertificated shares must be held in a CSD: For listed companies that have issued uncertificated shares, MAS proposes that CSDs, i.e. persons approved under the proposed regulatory framework for CSDs (discussed below), serve as central depositories for all uncertificated shares, with all such shares registered in the name of the CSD or its nominee in the listed companies’ register of members. The CSD will maintain a register of book-entry securities similar to the approach under the current immobilisation regime whereby most share certificates of listed companies are deposited with the Depository and transfers are made by way of book-entry in the register maintained by the Depository. To maintain the accuracy and integrity of each CSD’s depository register arising from the absence of share certificates, MAS intends for CSDs to conduct quarterly reconciliation of their records with the listed companies’ register of members.
  • Shares which have not been dematerialised: For shares of listed companies which have not been dematerialised, the CSD will continue to facilitate book-entry transfers of the immobilised shares, including quarterly reconciliation of records with the listed companies’ register of members.
  • Rights of depositors will be preserved: To enable shareholders who hold uncertificated shares with a CSD to continue to benefit from statutory protections under the SFA, MAS proposes to extend, and where necessary adapt, the relevant provisions in the SFA such that depositors will have their current rights, for example, voting rights and rights to participate in corporate actions such as dividends, preserved in relation to uncertificated shares.
  • Rights of certificated shareholders remain unchanged: For shareholders who prefer to hold their shares in certificated form outside CSDs, the proposed dematerialisation regime for listed companies would not change the evidential value of their share certificates, which constitute prima facie evidence of title to shares, alongside entries in the listed companies’ register of members. Furthermore, certificated shareholders will continue to enjoy the same rights that their share certificates confer, including the right to make off-market transfers of their shares.

MAS also seeks comments on the two measures it proposes to achieve full dematerialisation:

  • Requirement for prospective companies seeking a listing on an approved exchange to dematerialise their shares at the point of listing; and
  • For listed companies that have issued uncertificated shares, the CSD serving as the central depository for those listed companies need not process requests from shareholders to withdraw their uncertificated shares from the CSD in certificated form. The Depository currently facilitates such requests by the depositors.

Proposed regulatory framework for central securities depositories

In its consultation paper on the proposed regulatory framework for CSDs, MAS explains that CSDs are financial market infrastructures that provide central safekeeping of securities for market participants in securities accounts. They play an important role in ensuring the integrity of securities issuances, including through preventing unauthorised creation or deletion of securities, and are generally recognised as being systemically important. CSDs also provide asset services, which may include the administration of corporate actions and redemptions.

Part 3AA of the SFA regulates the operation of a scripless system for the holding and transfer of securities. Currently, there is only one CSD in Singapore operating this system, namely the Depository. MAS proposes to update and enhance the regulatory regime for CSDs and  make further legislative enhancements to strengthen the regulatory oversight of CSDs.

Extending applicability of Part 3AA of SFA to all approved CSDs

MAS proposes to adopt an entity-neutral approach for Part 3AA of the SFA by amending the existing provisions in Part 3AA to apply generally to approved CSDs (i.e. locally incorporated CSDs approved by MAS) and their systems and operations. For example, references and terminology that name or relate to a specific entity, such as the Depository, will be removed.

Regulatory framework for CSDs

MAS intends to align the regulatory framework for CSDs with the approach taken for other systemically important financial market infrastructures, such as the operators of clearing facilities that perform the function of a central counterparty (“CCP”) or a securities settlement system (“SSS”).

With a view to enhancing both regulatory certainty and operational efficiency, MAS proposes a two-tier regulatory regime for CSDs as follows:

  • Approval regime: MAS considers a CSD to be systemically important and proposes that locally-incorporated CSDs be regulated under an approval regime similar to that applicable to locally-incorporated operators of clearing facilities performing the role of a CCP or SSS, which are regulated as approved clearing houses (“ACHs”) under the SFA. Locally-incorporated CSDs approved by MAS (“approved CSDs”) will be subject to similar rigorous standards as applied to such ACHs.
  • Recognition regime: MAS proposes that foreign-incorporated CSDs be regulated under a recognition regime similar to that applicable to foreign-incorporated operators of clearing facilities performing the role of a CCP or SSS, which are regulated as recognised clearing houses (“RCHs”) under the SFA. Foreign-incorporated CSDs recognised by MAS (“recognised CSD”) will be subject to a similar baseline level of general obligations applied to such RCHs.

A CSD seeking approval or recognition will be subject to admission requirements similar to those imposed on entities operating as CCPs or SSSs seeking to be admitted as an ACH or RCH. In considering applications from foreign-incorporated CSDs seeking recognition, MAS will consider two key factors: (i) the existence of adequate cooperative arrangements between MAS and the applicant’s home regulator; and (ii) the comparability of the foreign regulatory regime to Singapore’s regulatory framework. To the extent possible, MAS will rely on the home regulator’s supervision of the foreign corporation.

MAS also proposes to impose ongoing regulatory obligations on CSDs similar to those applicable to ACHs and RCHs, where relevant. For example, a CSD must operate in a safe and efficient manner and manage any risks associated with its business and operations prudently.

Further enhancements to legislative safeguards

MAS proposes to include the following legislative safeguards which relate to the specific functions that CSDs perform:

  • Imposing a statutory trust over monies paid to or deposited with an approved CSD for the performance of duties such as administering corporate actions.
  • Requiring an approved or recognised CSD to maintain confidentiality of depository information, i.e. information relating to book-entry securities and other information relating to a depositor that is processed by or held with the CSD, and to ensure that there are procedures and controls in place to safeguard depository information in their possession.
  • Requiring an approved or recognised CSD to have robust reconciliation procedures to ensure that there are no discrepancies between that CSD’s records of holdings and those of foreign CSDs or global custodians that the CSD may be linked to.
  • Requiring an approved or recognised CSD to notify MAS of any instance of compromise to the integrity of securities issues. Any such compromise must be promptly investigated and remediated to restore the integrity of the CSD’s records.
  • Requiring CSDs to put in place robust controls to detect and deter money laundering and terrorism financing.

Reference materials

The following materials are available on the MAS website www.mas.gov.sg: