Equity Crowdfunding in Singapore: A Guide for SME Owners

By KAPVOY Advisory·18 October 2026

Equity crowdfunding lets a Singapore company sell shares to many small investors through an online platform. In Singapore, that is a regulated securities offer. The platform must be licensed by MAS, and your company must either register a prospectus or qualify for an exemption. This guide explains how it works, what it asks of you, and when another route may suit you better.

We are a financing advisory. We do not run a crowdfunding platform. We compare over 30 lenders and funding sources for Singapore SMEs, so we can tell you where equity crowdfunding fits and where it does not.

TL;DR

Equity crowdfunding is an offer of shares. The rules for securities apply, including the prospectus requirement unless an exemption is met.
Platforms that deal in securities-based crowdfunding must be licensed by MAS. Donation and rewards campaigns that involve no securities are outside MAS rules.
The small offers exemption covers raises of S$5 million or less in 12 months, with other conditions attached.
Investors can lose all their money, and you give up ownership. Plan for both before you launch.
If you need cash in days and want to keep full ownership, a loan or invoice financing is often faster. We can check your eligibility at no cost.

What equity crowdfunding is
How the rules work in Singapore
Step by step: running a campaign
What it costs you
How to check a platform before you commit
Is equity crowdfunding right for your business?
Equity crowdfunding versus other ways to fund your business
Our view: match the money to the problem
If a loan fits better, we can help
FAQ
Sources

What equity crowdfunding is

In an equity crowdfunding campaign, your company offers shares to the public online. Investors put in small amounts. In return they own a small part of your business and share in its success or failure.

This is different from other kinds of crowdfunding. MoneySense separates donation-based and rewards-based campaigns, where backers give money or pre-order a product, from securities-based campaigns, where backers get shares or debt. Only the second type falls under MAS regulation.

Two terms you will see:

Equity-based crowdfunding: investors receive shares in your company.
Lending-based crowdfunding: investors lend to your company and expect repayment with interest. MAS treats a public invitation to lend to a company as an offer of debentures, which are securities. MAS guidance on lending-based crowdfunding covers this in detail.

This guide focuses on the equity version. Many of the rules apply to both.

How the rules work in Singapore

Three layers apply: the offer, the platform and the investor.

The offer and the prospectus

Under the Securities and Futures Act, a company making an offer of securities to the public must register a prospectus with MAS unless an exemption applies. MAS lists common exemptions:

Small offers: the total raised is S$5 million or less within 12 months.
Private placement: offers made to no more than 50 persons within 12 months.
Large minimum transaction: offers with a minimum transaction amount of S$200,000.

These exemptions come with technical conditions. According to a Singapore legal commentary, the small offers and private placement routes generally do not allow advertising, and the issuer should not incur selling and promotional expenses. That matters for a crowdfunding campaign, which is public by nature. Talk to a corporate lawyer before you choose an exemption, because getting it wrong is a legal problem, not a marketing one.

If your company is a private company, ACRA explains when a prospectus is required for public share offers. Read it before you plan a public offer.

The platform

Platform operators that offer securities-based crowdfunding must be licensed by MAS. According to MoneySense, licensing brings conduct requirements such as segregating customer assets and disclosing risks. MAS also expects operators to act as gatekeepers. The MAS response to feedback on securities-based crowdfunding says operators must ensure investors either have the experience or understand the risks, using a simplified pre-qualification process.

For you as an issuer, this means the platform will screen your company too. Expect to provide financial information, business plans and a clear description of how you will use the money.

The investor

Retail investors can take part, but MoneySense warns that these investments carry high risk. Issuers are often early-stage startups and SMEs with short track records. Shareholders also rank behind all creditors if a company is wound up, so investors must be ready to lose all their capital.

That risk is also your reputational risk. If the business struggles, you will have hundreds of small shareholders to answer to.

Step by step: running a campaign

Decide how much you need and why. Write a use-of-funds table. Platforms and investors will ask for it.
Check your corporate structure. Review your constitution, existing shareholder agreements and any rights held by earlier investors.
Choose your legal route. Prospectus or exemption. Get legal advice at this stage, not after the campaign is live.
Choose a licensed platform. Confirm the licence yourself (see the checklist below).
Prepare your offer documents. Financials, business description, risk factors, the valuation you propose and the terms of the shares.
Run the campaign. Keep all communication consistent with your offer documents.
Close and allot shares. Issue the shares and update your records.
Keep reporting. Update your investors regularly. Silence is how small shareholders turn into unhappy ones.

After the money arrives: allotment filings

Your share allotment is not finished when funds hit your account. ACRA states that for private companies, an allotment is not final until the Electronic Register of Members is updated through ACRA's online portal. Backdating is prohibited, and directors must make sure filings are done promptly. You may also need to file a return of allotment. Assign one person in your team to own this task.

Share allotment steps and final registration point

What it costs you

Equity crowdfunding is not free money. The costs fall into four groups.

| Cost | What to expect | | --- | --- | | Ownership | You sell a share of the company. A lower valuation means you give up more. | | Platform fees | Set by each platform. Ask for the full fee schedule in writing before you sign. | | Legal and preparation | Legal advice on the exemption or prospectus, plus time to prepare documents. | | Ongoing obligations | Investor updates, share register filings and, with many shareholders, more administration. |

We do not quote platform fees here because they differ by platform and change. Get the current numbers from the platform itself.

A note on tax

If your raise involves digital tokens, tax treatment depends on the token. IRAS says in its e-Tax guide on digital tokens that proceeds from issuing security tokens are generally capital in nature and not subject to income tax. For utility or payment tokens, the treatment depends on the issuer's business activity. If you are considering a tokenized offer, ask a tax adviser or IRAS before launch.

How to check a platform before you commit

Scams often copy the look of regulated firms. MoneySense advises checking whether a person or entity is regulated by MAS through the official Financial Institutions Directory, as set out in its checklist for buying an investment product.

A short checklist for founders:

Confirm the platform's MAS status in the Financial Institutions Directory.
Ask for the fee schedule and what happens to fees if you do not reach your target.
Ask how the platform vets investors and issuers.
Ask what reporting it expects from you after the raise.
Be wary of any promise of guaranteed funding. No platform can guarantee investors will show up.

The same rules protect your investors, and you should respect them. MoneySense says legitimate offerings come with written documents, such as a prospectus or Product Highlights Sheet. It also says pressure to sign on the spot is a warning sign. Build your campaign so that investors have time to read everything.

Is equity crowdfunding right for your business?

It tends to suit companies that:

Have a product people can understand quickly.
Have a customer base or community that could become investors.
Can accept many small shareholders.
Do not need the money in the next few days.

It tends to be a poor fit when:

You need cash urgently, for example to cover payroll or buy stock.
Your funding need is short term and tied to receivables or orders.
You want to keep full control of the company.
Your records are not ready for outside scrutiny.

Crowdfunding is a campaign, and campaigns take time. Preparing documents, passing platform checks, marketing the offer and closing the raise all take effort before a dollar is available.

Equity crowdfunding versus other ways to fund your business

Here is how common routes compare for a Singapore SME. These are general comparisons, not promises about any lender or platform.

| Route | You give up | Speed | Best for | | --- | --- | --- | --- | | Equity crowdfunding | Shares | Weeks to months, from preparation to close | Companies with a public-facing story and time to run a campaign | | Private equity investor | Shares, often with investor rights | Months | Growth-stage companies with a clear plan | | Business term loan | Repayment with interest | Often days to weeks | Planned investment with predictable cash flow | | Working capital loan | Repayment with interest | Often days | Covering gaps in day-to-day cash flow | | Invoice financing | A fee on invoices you finance | Often days | Companies waiting on customer payments | | Revenue-based financing | A share of revenue until repaid | Varies | Companies with steady sales |

If you still want an equity route, our guide to startup equity financing in Singapore covers other ways to bring in investors. If speed is the priority, read about the SAFE note in Singapore, which some startups use to take in early money.

Our view: match the money to the problem

We speak to Singapore business owners every week who ask about raising money. Here is what we see.

Most SME owners who ask about equity are really asking one of two questions. The first is "How do I get funded without a bank turning me down again?" The second is "How do I avoid personal guarantees and fixed repayments?" These are different problems, and equity crowdfunding only answers the second.

When a bank rejects an application, the cause is often a mismatch, not a bad business. Each lender has its own rules on years in operation, revenue, sector and documents. That is why we compare over 30 lenders and submit to several at once. A business that does not suit one bank's rules may suit another lender's rules well.

Our advice is simple:

Use debt for short-term needs. Stock, payroll gaps, and slow-paying customers are cash flow problems. A working capital loan or invoice financing is built for them.
Use equity for long-term bets. If you are building something that will not turn a profit for years, sharing ownership can make sense.
Do not choose equity only because a bank said no. Selling shares is permanent. A rejection can often be solved by a better lender match.
Get the paperwork right first. Whatever route you choose, clean accounts and clear documents improve your options.

We charge a success-only fee of 3-5% of the approved amount, paid when funding is disbursed. There are no upfront costs or consultation fees. We are not paid by lenders, and we have no lender referral arrangements, so the comparison is unbiased.

— Viknesh

If a loan fits better, we can help

If your need is working capital, equipment, receivables or a term loan, we can check eligibility and submit to suitable lenders. Our average approval time is 1-3 days.

Start with a free eligibility check. It takes about three minutes. You can also look at our offers for:

If you have been turned down before, our article on business loans when you have no financials explains what lenders look at instead. For a broader view, see our SME loans guide for Singapore.

FAQ

Is equity crowdfunding legal in Singapore?

Yes, if it follows securities law. The platform must be licensed by MAS, and the offer must either have a registered prospectus or meet an exemption such as the small offers exemption of S$5 million or less in 12 months. Speak to a corporate lawyer before launch.

How much can a company raise through equity crowdfunding?

It depends on the route. The small offers exemption applies to raises of S$5 million or less within 12 months, subject to other conditions. Above that, you would generally need another exemption or a registered prospectus. The platform will also set its own limits and targets.

Can retail investors take part?

Yes, but MAS expects the platform to check that investors have the experience or understand the risks. MoneySense warns that investors can lose all their capital. As an issuer, you should give clear written information so investors can decide for themselves.

Is equity crowdfunding faster than a bank loan?

Usually not. A campaign needs preparation, platform checks and a funding period. Brokered loans can move faster. Our average approval time is 1-3 days, though the result depends on your business profile and the lender.

Do I need MAS approval to run a rewards or donation campaign?

No, if no securities are involved. According to MoneySense, donation-based and rewards-based crowdfunding that does not involve securities is not subject to MAS regulation. If investors receive shares, debt or a share of profit, check with a lawyer first.