Crowdfunding Agreement (Singapore)

A Crowdfunding Agreement in Singapore sets out the rights and obligations the parties agree to be bound by.

MAS requires crowdfunding platforms that allow the offer of securities — shares, debentures, convertible notes, or SAFE instruments — to hold a Capital Markets Services (CMS) licence under section 82 of the SFA for dealing in securities, or to operate under an exemption granted by MAS. Licensed platforms such as Fundnel, FundedHere (ceased operations in 2021), and other MAS-approved operators must comply with MAS's Fair Dealing Guidelines, anti-money laundering (AML) requirements under the MAS Notice on Prevention of Money Laundering, and know-your-customer (KYC) obligations.

The SFA's prospectus requirements (Part XIII) apply to public offers of securities in Singapore. Issuers using equity crowdfunding platforms may rely on exemptions from the prospectus requirement: the small personal offers exemption (section 272A — offers to not more than 50 persons in any 12-month period); the private placement exemption (section 272B — offers to not more than 50 persons who are institutional or accredited investors); or the institutional investor exemption (section 274). MAS's 2018 consultation paper and subsequent guidance on equity crowdfunding clarified the regulatory expectations for platform operators and issuers.

Donation-based crowdfunding — where supporters contribute funds to a project, cause, or individual without receiving a financial return — is generally not regulated by MAS as a financial product. However, platforms handling charitable fundraising must comply with the Charities Act (Cap. 37), which governs registered charities and Institutions of a Public Character (IPCs), and the Societies Act (Cap. 311) for fund-raising activities by registered societies. The Commissioner of Charities and the Charities Unit within the Ministry of Culture, Community and Youth (MCCY) oversee charitable fundraising compliance.

The Personal Data Protection Act 2012 (PDPA) applies to all crowdfunding transactions, requiring both the platform operator and the issuer to obtain consent for the collection, use, and disclosure of investors' personal data under sections 13 and 14 of the PDPA. The Personal Data Protection Commission (PDPC) enforces PDPA compliance.

Rewards-based crowdfunding — where backers receive products, services, or other non-financial rewards in exchange for their contributions — is governed by general Singapore contract law (based on English common law, received under the Application of English Law Act 1993) and consumer protection provisions under the Consumer Protection (Fair Trading) Act (Cap. 52A). The Consumers Association of Singapore (CASE) can assist backers with disputes arising from failed or delayed reward deliveries.

Singapore's fintech regulatory sandbox — administered by MAS under the FinTech Regulatory Sandbox Guidelines — has been used by several crowdfunding platforms to test innovative fundraising models under temporary regulatory relaxation before applying for full CMS licensing. Enterprise Singapore's Startup SG Equity scheme provides co-investment funding for startups raising capital through approved equity crowdfunding platforms, linking the government's startup support ecosystem with the private crowdfunding channel.

A Crowdfunding Agreement is needed in Singapore when a company or project organiser raises funds from investors or donors through a crowdfunding platform and both parties require a formal record of the financial commitment, the terms of the investment or donation, and the rights and obligations of each party.

Equity crowdfunding rounds by Singapore-incorporated companies (registered with ACRA under the Companies Act 1967) require a subscription agreement or crowdfunding agreement when the company offers shares, debentures, convertible notes, or SAFE instruments to investors through an MAS-licensed platform. The agreement documents the investor's subscription for the specified securities, the subscription price, the total investment amount, and the investor's representations regarding eligibility (accredited investor status under section 4A of the SFA, or eligibility under the applicable prospectus exemption).

Pre-seed and seed-stage startups in Singapore's venture ecosystem use crowdfunding agreements to raise early-stage capital from angel investors and micro-venture capital funds through regulated platforms. Enterprise Singapore (ESG) and the National Research Foundation (NRF) have supported the development of Singapore's startup financing ecosystem, and equity crowdfunding is one channel alongside traditional venture capital.

Donation-based crowdfunding campaigns on platforms such as Giving.sg, Ray of Hope, and Give.asia require a donation agreement when the campaign organiser wishes to document the terms of the donation, any rewards or perks, the intended use of funds, and the tax deductibility of the donation (for donations to IPCs, which are tax-deductible under section 37(3)(c) of the Income Tax Act 1947). Donors to registered IPCs may claim a 250% tax deduction on qualifying donations.

Rewards-based crowdfunding campaigns — where backers receive products, services, or other non-financial rewards — require a crowdfunding agreement that specifies the reward description, estimated delivery date, refund policy, and the platform's role as an intermediary. The Consumer Protection (Fair Trading) Act (Cap. 52A) protects backers against unfair trade practices by campaign organisers.

Cross-border crowdfunding involving Singapore investors or issuers may trigger additional regulatory requirements under MAS guidelines on overseas investments and the SFA's extraterritorial application to offers directed at persons in Singapore.

Companies raising funds through multiple crowdfunding rounds should maintain a cap table record of all investors and their shareholdings, as required by the Companies Act 1967 for register of members maintenance and ACRA annual filing purposes.

A Singapore Crowdfunding Agreement — whether for equity, donation, or rewards-based crowdfunding — must include the following provisions to satisfy MAS regulatory requirements, SFA compliance obligations, and standard commercial terms.

**Parties** identifies the issuer (company raising funds) by registered name, UEN issued by ACRA, registered address, and the name of the authorised signatory. The investor or donor is identified by full name, NRIC or passport number, residential address, and email address. The platform operator is identified by its MAS CMS licence number (for equity crowdfunding platforms), registered name, and UEN.

**Offering Details** specifies the type of securities offered (ordinary shares, preference shares, convertible notes, SAFE instruments, debentures), the number of securities, the price per security or conversion terms, and the total subscription amount. For donation-based campaigns, the donation amount, any rewards or perks, and the intended use of funds are stated.

**Investor Eligibility and Representations** requires the investor to confirm their status under the SFA: accredited investor (net personal assets exceeding S$2 million or income exceeding S$300,000 in the preceding 12 months under section 4A), institutional investor, or qualifying retail investor under the applicable prospectus exemption. The investor represents that they understand the high-risk nature of crowdfunding investments and that they may lose their entire investment.

**Risk Disclosures** must be prominently displayed and include: the investment is high-risk and illiquid; there is no guarantee of return; the issuer may fail; secondary market trading of crowdfunding securities is limited or non-existent; and past performance of the issuer or platform does not indicate future results. MAS requires these disclosures for all equity crowdfunding offerings.

**Use of Proceeds** describes how the issuer will deploy the funds raised — product development, marketing, hiring, working capital, or other stated purposes. Misuse of funds may constitute a breach of the agreement and give rise to investor claims under the Misrepresentation Act (Cap. 390).

**Platform Obligations** sets out the platform operator's role as an intermediary — handling the offer, conducting KYC and AML checks, holding funds in escrow during the fundraising period, and disbursing funds to the issuer upon successful completion of the raise. MAS Notice on Prevention of Money Laundering and Countering the Financing of Terrorism requires platforms to conduct customer due diligence.

**Cooling-Off Period** states any right of the investor to withdraw the subscription within a specified period after subscribing (if provided by the platform terms). MAS does not mandate a cooling-off period for equity crowdfunding, but some platforms offer a voluntary withdrawal window.

**PDPA Compliance** confirms that the issuer and platform operator have obtained the investor's consent for the collection, use, and disclosure of personal data under sections 13 and 14 of the Personal Data Protection Act 2012, and that personal data will be handled in accordance with the PDPC's Advisory Guidelines.

**Governing Law and Dispute Resolution** states that the agreement is governed by Singapore law, with disputes subject to the jurisdiction of the Singapore courts or mediation and arbitration under the Singapore Mediation Centre (SMC) or Singapore International Arbitration Centre (SIAC).

**Tax Implications Advisory** notes that Singapore does not impose a capital gains tax, but investors should be aware that dividends received from Singapore companies may be exempt from further tax under Singapore's one-tier corporate tax system. Donors to registered IPCs may claim a 250% tax deduction under section 37(3)(c) of the Income Tax Act 1947. Investors and donors should consult a qualified tax adviser regarding the tax treatment of their crowdfunding contributions.

The forms-legal.com Crowdfunding Agreement template covers equity, donation, and rewards-based crowdfunding scenarios, with modular sections that can be adapted based on the type of campaign and the regulatory requirements applicable to the specific offering.