On March 28, 2024, the Significant Investments Review Act entered into force. The Act establishes a comprehensive framework to regulate investments in entities critical to Singapore's national security. Designated entities are required to meet strict ownership and control obligations under the new regime. Key provisions of the Act include: (1) Mandatory notification or approval for changes in ownership or control; (2) Required approval for the appointment of chief executive officers and directors; and (3) Compliance with additional measures to safeguard the security and reliability of operations. Additionally, the Act grants the Minister of Trade and Industry authority to review transactions involving entities not explicitly designated as critical but deemed to pose risks to Singapore's national security. This regulatory framework applies to both domestic and foreign investors and is therefore not discriminatory in nature.
"Purpose of the Act
2. The purpose of this Act is to protect the national security interests of Singapore by regulating significant investments in, and control of, critical entities.
General interpretation
3. In this Act - [...]
"entity"means any sole proprietorship, partnership, corporation or other body of persons, whether corporate or unincorporate, and includes a trust; [...]
"Minister" means the Minister charged by the Prime Minister with the responsibility for this Act under Article 30 (1) of the Constitution;
[...]
Application of this Part
12. Except where otherwise expressly provided, this Part applies to, and in relation to -
(a) all individuals, whether resident in Singapore or not and whether citizens of Singapore or not; and
(b) all bodies corporate or unincorporate, whether incorporated, formed, established, or carrying on business in Singapore or not.
Interpretation of this Part
13.- (1) In this Part: - 
"acquisition" includes an agreement to acquire but does not include -
(a) an acquisition by will or by operation of law; or
(b) an acquisition by way of enforcement of a loan security. [...]
"control" includes control as a result of, or by means of, any agreement, arrangement, understanding, or practice, whether or not having legal or equitable force and whether or not based on legal or equitable rights;
"corporation" has the meaning given by section 4(1) of the Companies Act 1967; [...]
"equity interest" means - 
(a) in relation to a corporation—any voting share in that corporation;
(b) in relation to an entity other than a corporation—any right or interest, whether legal or equitable, in that entity, by whatever name called, which gives the holder of that right or interest voting power in that entity;
(c) in relation to a business trust—a unit in that business trust; and
(d) in relation to a trust other than a business trust—any right or interest, whether legal or equitable, in that trust, by whatever name called, which gives the holder of that right or interest voting power in that trust; [...]
"indirect controller," in relation to an entity, means any person, whether acting alone or together with any other person, and whether with or without holding equity interests or controlling the voting power in the entity -
(a) whose directions, instructions, or wishes:
(i) the directors or other officers of the entity;
(ii) the trustee-manager (in the case of an entity that is a business trust); or
(iii) the trustee (in the case of an entity that is a trust other than a business trust),
are accustomed or under an obligation, whether formal or informal, to act in accordance with; or
(b) who is in a position to determine the policy of the entity,
but does not include:
(c) any person who is:
(i) a director or other officer of the entity;
(ii) the trustee-manager (in the case of an entity that is a business trust); or
(iii) the trustee (in the case of an entity that is a trust other than a business trust); or
(d) any person whose directions, instructions, or wishes:
(i) the directors or other officers of the entity;
(ii) the trustee-manager (in the case of an entity that is a business trust); or
(iii) the trustee (in the case of an entity that is a trust other than a business trust),
are accustomed to act in accordance with by reason only that they act on advice given by the person in that person's professional capacity;
[...]
Designation of designated entity
17.- (1) The Minister may designate - 
(a) any entity incorporated, formed, or established in Singapore;
(b) any entity that carries out any activity in Singapore; or
(c) any entity that provides any goods and services to any person in Singapore,
if the Minister considers that the designation is necessary in the interest of Singapore's national security.
[...]
Approvals of Minister in Relation to Equity Interests and Control of Voting Power in Certain Cases
19.- (1) Except with the prior written approval of the Minister, on or after the designation date - 
(a) a person must not become a Level B controller, Level C controller, or Level D controller of a designated entity; and
(b) a Level Y controller or Level Z controller of a designated entity must not cease to be a Level Y controller or Level Z controller of the designated entity. [...]
(3) Except with the prior written approval of the Minister, a person must not, on or after the designation date, become an indirect controller of a designated entity.
(4) A person must not, on or after the designation date, acquire, as a going concern, the business or undertaking or any part of the business or undertaking of a designated entity unless the person and - 
(a) the designated entity;
(b) in the case of a designated entity that is a business trust, the trustee-manager of the business trust; or
(c) in the case of a designated entity that is a trust other than a business trust, the trustee of the trust,
have obtained the prior written approval of the Minister.
[...]
Approval of Chief Executive Officer, Director, etc., of Designated Entity
27.- (1) Subject to subsections (5) and (6) -
(a) an individual may not be appointed as a chief executive officer, director, or chairperson of the board of directors of a designated entity that is a corporation;
(b) an individual may not be appointed as a manager or partner of a designated entity that is a limited liability partnership; and
(c) an individual may not become a partner of a designated entity that is a partnership,
without the Minister's approval upon an application made by the designated entity concerned. [...]
(4) The Minister may -
(a) approve the application under subsection (1), with or without conditions; or
(b) refuse the application.
[...]
Directions if National Security Interests Affected
32.- (1) This section applies to any entity that satisfies any of the following conditions:
(a) the entity is incorporated, formed, or established in Singapore;
(b) the entity carries out any activity in Singapore;
(c) the entity provides any goods and services to any person in Singapore.
(2) This section applies if:
(a) a person (X):
(i) acquires any equity interest in the entity;
(ii) acquires control of any voting power in the entity;
(iii) disposes of any equity interest in the entity;
(iv) disposes of control of any voting power in the entity;
(v) becomes an indirect controller of the entity; or
(vi) acquires the business or undertaking, or any part of the business or undertaking, of the entity;
(b) that entity has acted against the national security interests of Singapore within a period of 2 years after the transaction.[...]" (Significant Investments Review Act 2023, adopted 28 March 2024, Sections 2, 3, 12, 13, 17, 19, 27 and 32 [unofficial translation])
Significant Investments Review Act 2023, adopted 28 March 2024
[<a href="https://www.parliament.gov.sg/docs/default-source/default-document-library/significant-investments-review-bill-38-2023.pdf">Act</a>]