On 19 March 2026, the Monetary Authority of Singapore (“MAS“) published the following two consultation papers proposing a dematerialisation regime for shares of listed companies, removing the requirement for physical share certificates:
- Consultation Paper on Proposed Dematerialisation Regime for Shares of Listed Companies; and
- Consultation Paper on Proposed Regulatory Framework for Central Securities Depositories.
The Consultation Papers seek to improve operational efficiency, reduce systemic risk and support the development of a future tokenised economy.
Proposals in Consultation Paper on Proposed Dematerialisation Regime for Shares of Listed Companies
MAS proposes to amend the Securities and Futures Act 2001 (“SFA“) to facilitate dematerialisation of shares of listed companies, enabling shares to be issued and held in uncertificated form. Under the proposed regime, uncertificated shares must be held with a central securities depository (“CSD“), with prima facie evidence of title derived from entries in the listed company’s register of members rather than a physical certificate. Depositors’ existing statutory rights, including voting rights and rights to participate in corporate actions, will be preserved. The rights of certificated shareholders who choose to retain their share certificates outside a CSD will remain unchanged.
To encourage certificated shareholders to dematerialise their shares, MAS proposes that:
- prospective listed companies be required to dematerialise their shares at the point of listing; and
- CSDs need not process requests from shareholders to withdraw their uncertificated shares from the CSD in certificated form.
Proposals in the Consultation Paper on Proposed Regulatory Framework for Central Securities Depositories
MAS proposes to extend Part 3AA of the SFA beyond its current sole application to the Central Depository Pte Ltd (CDP), adopting an entity-neutral approach applicable to all approved CSDs.
- Proposed two-tier regulatory regime: Locally-incorporated CSDs would be subject to an approval regime with rigorous standards comparable to those for approved clearing houses, whilst foreign-incorporated CSDs would be subject to a recognition regime with baseline obligations comparable to those for recognised clearing houses.
The regulatory regime for CSDs will be aligned with regulatory regimes governing other systemically-important financial market infrastructures (e.g. central counterparties (“CCPs“) and securities settlement systems (“SSSs“)) under the SFA.
In addition to general admission requirements on fitness and propriety and financial resources, a CSD seeking approval or recognition must demonstrate its ability to comply with applicable ongoing regulatory obligations. These admission requirements are similar to those imposed on entities operating as CCPs or SSSs seeking admission as an approved clearing house or recognised clearing house.
- Proposed enhanced legislative safeguards: MAS further proposes enhanced legislative safeguards, including (i) a statutory trust over monies held by CSDs in connection with corporate actions; (ii) a confidentiality obligation over depository information; (iii) robust reconciliation procedures with linked CSDs; (iv) mandatory notification to MAS of any compromise to the integrity of securities issuances; and (v) anti-money laundering and counter-terrorism financing obligations.
Click on the following links for more information (available on the MAS website at www.mas.gov.sg):
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