U.S. Securities and Exchange Commission & Commodity Futures Trading Commission & National Futures Association

Our team is cross trained on U.S. regulations and provides the highest standards of U.S. regulatory support. Certain clients have varying levels of exposure to U.S. regulatory requirements, and for those clients we provide in-depth advisory support on a customized basis, including the following: Regulatory filings—Form ADV, Form PF, SEC 13 Filings (13F/13G/13H), Form D, NFA Pool Quarterly Reports (PQR), NFA Member’s Questionnaire, etc. Review of marketing materials to ensure compliance with SEC and NFA marketing rules Electronic communications review Annual Review 206(4)(7) U.S. regulatory trainings and bespoke senior management guidance Developments and changes to the U.S. regulatory landscape We cover the above and many other regulatory aspects of operating a licensed entity.

What should a fund manager consider when establishing business operations in Singapore?

A fund manager seeking to establish a fund management business in Singapore will generally need to obtain a Capital Markets Services (CMS) licence for fund management from the MAS, unless an exemption applies. Key considerations include: Substantive fund management activities MAS expects licensed fund managers to conduct substantive fund management activities in Singapore to qualify for grant of licence. Personnel requirements Fund managers are generally required to have at least two Singapore-based individuals who collectively satisfy MAS's minimum competency and experience requirements set out in Appendix 1 of the Guidelines on Licensing and Conduct of Fund Management Companies. Where any criteria cannot be collectively fulfilled, additional personnel may be required. Capital requirements The fund management company must meet the applicable regulatory capital requirements set out in the First Schedule of the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations. For fund managers serving only accredited and institutional investors, the minimum base capital requirement is S$250,000. Local incorporation and office premises The company should be incorporated in Singapore and maintain a dedicated physical office in Singapore that is secure, appropriately resourced, and used exclusively for the company's operations. Application fees The estimated upfront fees would include a one-time fee of S$1,000 for the application submission, along with S$200 for each representative appointed. In addition to these requirements, fund managers should consider their governance framework, compliance and risk management arrangements, operational infrastructure, and ongoing regulatory reporting obligations before commencing operations in Singapore. Note: Licensing requirements may vary depending on the nature and scope of the fund management activities.

What should firms consider when setting up a licensed corporation in Hong Kong?

Establishing an SFC-licensed corporation involves more than obtaining regulatory approval. There are 6 key areas firms should plan from the outset for the following: Corporate Structure: Establish a Hong Kong legal entity with an appropriate ownership and governance structure. Banking Arrangements: Open a corporate bank account early in the process, as account opening timelines can vary significantly depending on the institution and business profile. Responsible Officers (ROs): Appoint at least 2 eligible Responsible Officers who satisfy the SFC's competence, experience, and fitness-and-properness requirements. Financial Resources: Ensure the firm can meet the applicable paid-up share capital and liquid capital requirements, which vary depending on the regulated activities to be conducted. Office Premises: While a physical office may not be required before licence approval, the SFC expects firms to maintain premises, infrastructure, systems, and records that are appropriate for the nature and scale of their business. Application Fee: The SFC charges application fees for both the Licensed Corporation (LC) and each RO on a per regulated activity (RA) basis. For most RAs, the application fee is HK$4,740 per RA for the LC and HK$2,950 per RA for each RO. For example, a typical Type 1, 4, and 9 licences applicant with two ROs would incur a minimum SFC application fee of HK$31,920 (excluding professional, legal, accounting, and other third-party costs). Once the SFC has accepted the application for processing, applicants will receive a payment request through the SFC's WINGS platform and can settle the required fees via the online payment facility. At Kroll, we support clients throughout the licensing journey, from initial planning and licence application preparation to regulatory submissions, governance design, and operational readiness. Leveraging our extensive network of industry professionals and service providers, we help firms establish a practical and scalable business that meets SFC expectations from day one.

What are the potential regulatory implications for onboarding a U.S. investor as an APAC-based fund manager?

Accepting U.S. investors can introduce additional regulatory considerations for an Asia-Pacific-based fund manager, even where the fund and manager are established and conduct business activities wholly outside the United States. Depending on the investor, fund structure and manner of solicitation, U.S. securities laws may affect investor eligibility, offering restrictions, disclosures, marketing efforts and the regulatory status of the manager itself. Fund managers should therefore assess the U.S. regulatory implications before marketing to or onboarding U.S. investors, alongside any requirements applicable in their home jurisdiction. Our APAC-based U.S. experts help fund managers make such assessments and determine their exposure to the U.S. regulatory frameworks in a commercially practicable manner.

What are some of the key ongoing reporting obligations of licensed fund managers in Singapore?

On a quarterly basis, licensed fund managers are required to make the following key submissions: MAS Quarterly Forms 1 and 2 Quarterly Income and Expenditure Statement Quarterly Fund Data Collection Annually, licensed fund managers are also required to submit the following key reports: MAS Annual Forms 1 to 6 Signed audited financial statements In addition to regular reporting requirements, the MAS may require licensed fund managers to participate in periodic industry-wide surveys and data requests, such as the Survey of Services. Note: Reporting obligations may vary depending on the fund manager's licence type, business activities, and regulatory status.

How frequently should a MAS Capital Markets Services Licence holder conduct internal audits?

The MAS does not prescribe a specific frequency or scope for internal audits. Generally, CMS license holders should conduct internal audits every 12 – 18 months, with the audit scope reviewed on a rotational basis and tailored to the size, nature, and complexity of the business. More frequent reviews may be appropriate for higher risk areas (e.g., anti-money laundering) and where there are significant business changes, control weaknesses, regulatory issues, or other trigger events. Business Continuity Management audits, which can form part of internal audits, are required to be conducted at least once every three years in accordance with Paragraph 8 of the MAS Guidelines on BCM.

What are the key ongoing reporting obligations of licensed corporations in Hong Kong?

Licensed Corporations in Hong Kong are subject to various ongoing regulatory obligations, including, including SFC filings, audited financial reporting, Financial Resources Rules (FRR) reporting compliance, continuous professional training (CPT) monitoring, anti-money laundering and counter-financing of terrorism (AML/CFT) requirements, annual Business Risk Management Questionnaire (BRMQ) fillings, regulatory notifications, and periodic compliance reviews. With multiple deadlines and evolving regulatory expectations, many firms find it challenging to keep track of all requirements while focusing on business growth. We help clients implement tailored compliance programmes, maintain regulatory calendars, and provide ongoing compliance support to ensure obligations are completed accurately and on time.

How often do SFC licensed corporations need to submit Financial Resources Rules (FRR) returns?

The frequency of FRR reporting depends on a firm's regulated activities and business model. For example, Type 1 licensed corporations are generally required to submit monthly FRR returns, while Type 4 and Type 9 asset managers that do not hold client assets are typically required to submit returns on a semi-annual basis. In addition to submitting returns, all licensed corporations are expected to continuously monitor their liquid capital position and comply with the FRR on an ongoing basis, rather than only at reporting dates. At Kroll, our internal FRR experts assist licensed corporations with FRR compliance by reviewing calculations, coordinating with finance teams and external accountants, monitoring reporting deadlines, and providing practical guidance on regulatory capital requirements.

What events require notification to the SFC under the Financial Resources Rules?

The FRR requires licensed corporations to promptly notify the SFC of certain events that may affect their financial resources or regulatory compliance. For example, a notification is generally required where a firm’s liquid capital falls below 120% of its required liquid capital, falls below 50% of the liquid capital stated in its last return submitted to the SFC, or where the firm is no longer able to maintain its required liquid capital and enters a liquid capital deficit position. Given the importance of timely reporting, firms should have robust monitoring procedures in place to identify potential notification events, assess their implications, and take appropriate action as soon as reasonably practicable.

Can overseas staff support our Hong Kong licensed business without obtaining an SFC license?

It depends on their role, location, and the regulated activities they perform. Common arrangements include: Itinerant Professionals (ITPs), who are primarily based overseas but periodically visit Hong Kong to conduct regulated activities; Temporary License Holders, who conduct regulated activities in Hong Kong under the SFC's temporary licensing regime; and Unlicensed Overseas Staff, whose activities do not trigger Hong Kong licensing requirements. Each arrangement involves different regulatory considerations, including supervision, physical presence, licensing eligibility, and the nature of the activities performed. We help firms assess the most appropriate model and ensure their cross-border operating framework meets SFC expectations. However, clients are recommended to seek advice from legal counsel in the relevant overseas jurisdictions to ensure compliance with local requirements before making any arrangements.

How often does the SFC inspect Licensed Corporations?

The SFC adopts a risk-based approach to supervision and typically the inspection cycle is between 6-7 years. Factors such as the firm's business activities, size, risk profile, regulatory history, and market developments may influence the timing and scope of an inspection. Reviews typically cover areas such as governance, internal controls, client onboarding, investment and trading activities, AML/CFT controls, cybersecurity, and record keeping. We help firms prepare for SFC inspections through compliance health checks, mock inspections, and remediation support, enabling them to address potential gaps before regulatory review.

Asia Pacific Financial Services Compliance and Regulation

Local and global compliance, regulatory and governance expertise across Asia Pacific

Contact a Regulatory Specialist

Kroll's Asia Pacific Financial Services Compliance and Regulation team provides local and global regulatory, compliance and governance expertise to financial institutions, hedge fund managers, private equity firms, wealth managers, and other regulated businesses across the region.

Our specialists support clients across the full regulatory lifecycle, from licensing and registration to compliance advisory, internal audits, due diligence, regulatory examinations and remediation programs across Hong Kong, Singapore, the United States, and other major jurisdictions.

Why Kroll

Regulatory, compliance and governance expertise
Global advice delivered locally
Support across the full regulatory lifecycle
Deep expertise across a wide range of financial institutions

FAQs

Who We Work With

Chief Compliance Officers
Chief Risk Officers
Chief Operating Officers
General Counsels
Boards and Governance Committees
Senior Management of Regulated Financial Institutions

Clients We Support

Hedge Fund Managers
Private Equity Firms
Banks
Wealth Managers
Brokers
Fund Administrators
Other Regulated Financial Institutions

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Webinar Replay: Hong Kong Regulation in Motion: Digital Assets and Conduct Risk

The SFC places significant emphasis on governance and supervisory controls around digital assets. Firms are expected to maintain comprehensive compliance, monitoring, and recordkeeping frameworks that support market integrity and investor protection, with Senior Managements being responsible to oversee the effectiveness of these controls and regulatory compliance arrangements.

Learn More

Licensing and Registration Services

We work closely with our clients to provide bespoke regulatory compliance advisory support with regards to setting up licensed or registered entities. This includes working with clients to review and advise on their license applications, as well as any subsequent licenses and filings.

Once licensed, we support clients in complying with their regulatory obligations by leading the development of their compliance frameworks, including the design and implementation of policies and procedures.

Many of our clients operate global businesses and need to contend with multi-jurisdictional sets of regulatory frameworks. For these clients, we provide customized advice tailored to their specific jurisdictional needs.

Our team provides licensing and registration expertise across many jurisdictions, including the Hong Kong Securities and Futures Commission (SFC), Monetary Authority of Singapore (MAS), U.S. Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC)/National Futures Association (NFA).

Compliance Advisory Services

Bespoke Regulatory Compliance Solution: We provide our clients with a customized regulatory compliance solution commensurate with their business. This applies whether a client is regulated and must comply with specific and challenging regulatory obligations or if a client decides to remain unregulated and seeks assistance to meet global best practice industry standards instead.

Our retainer services cover a broad range of our clients’ compliance needs, including:

Advising on and assisting with financial and regulatory filings/reports
Preparing our clients for regulatory change—for example, through policy updates or thematic trainings, advising senior management on implications to their business operations, etc.
Annual or ad hoc training sessions to ensure our clients and their employees are adhering to license requirements and meeting global best practices.

Compliance Training: We advise and guide clients with respect to ongoing requirements (and best practices) across continuing professional training. We lead and host routine and specific customized compliance trainings throughout the year.

Chaperoning Services: For those clients using the services of paid expert network firms or similar, we offer chaperoning services to ensure investment teams are complying with the firm’s internal controls.

Dedicated Compliance Resource: From time to time, clients may require dedicated, in-office compliance resources, for which we offer secondee placements across buy-side and sell-side (and various regulated firms in between).

In addition to the services outlined, we offer bespoke engagements, tailored to address local regulatory requirements for regulatory matters covering Hong Kong, Singapore and U.S. regulatory frameworks, per below.

For our Hong Kong-licensed clients, we provide continuous advisory support to ensure they are meeting their local regulatory obligations, including assistance with the following:

Financial Resources Returns
Annual return filings
Business Risk Management Questionnaire
Thematic surveys
Notifications pursuant to the SFC Notification Rule
Changes or additions to licensed representatives and/or responsible officers
Ensuring compliance with the manager-in-charge regime
Application to changes in clients’ substantial shareholder(s)

We cover the above and many other regulatory aspects of operating a licensed entity.

Internal Audits, Mock Audits and Due Diligence Assistance

In line with independent internal audit requirements, we assist clients to assess and review their compliance framework and internal controls across multiple regions.
These assessments (internal audits and mock reviews) allow us to prepare clients for regulatory examinations/inspections through engagement with senior management, conducting sample testing, and identifying areas for improvement to devise commercially focused compliance solutions.
Our team applies their extensive experience working with our clients’ senior management team to review and respond to operational due diligence requests from external stakeholders.
In line with the increasing regulatory focus on risks arising from outsourcing arrangements and the use of third-party service providers, we help clients develop frameworks to manage these risks, including third-party service provider due diligence through questionnaires, assessments and interviews.
For our U.S. Registered Investment Adviser (RIA) clients, we conduct Rule 206(4)(7) SEC Annual Reviews, whether independently from or working alongside the compliance function, to ensure that the firm’s policies, procedures and internal controls meet SEC obligations.

Regulatory Examination and Inspection Support

Our team has in-depth and extensive expertise in regulatory examinations and inspections across multiple regulatory regimes, including the SFC, MAS, SEC, CFTC and NFA.

With our valuable insights into regulatory examinations and experience in assisting clients through such reviews.

We guide our clients in navigating the regulatory inspection process. We work alongside our clients’ internal compliance function to assist in several areas, including:

Preparing the client with mock interviews and/or training sessions
Reviewing documents and policies required to be provided in the course of inspections
Advising on the client’s opening presentation to the regulator(s), a key component to an SFC inspection
Advising on draft responses prior to submission and pre-empting potential requisitions
Conducting sample testing prior to sending to the regulator to ensure consistency and help spot any irregularities
To the extent there are areas of remediation, our team will work with our clients to help develop and advise on a remediation plan, as well as actionable next steps.

AML and CFT Framework Reviews

AML/CFT Reviews

Our team of experts conduct independent AML/CFT reviews and gap analyses to assess our clients’ existing frameworks and implementation practices to identify areas for improvement and alignment with applicable regulatory requirements.

Customer Due Diligence (CDD) and Onboarding Process

We assist our clients to develop CDD processes and review client onboarding files against applicable AML standards. Where clients engage third-party providers to assist with the CDD and screening processes, our team conducts due diligence on such providers to assess whether their AML practices meet the client’s regulatory obligations.

AML/CFT Risk Assessments

We assist our clients to design and implement a customized matrix in line with Enterprise-Wide Risk Assessments for MAS-regulated firms, and AML Institutional Risk Assessments for SFC-licensed firms.

Training

We provide tailored AML/CFT training in line with regulatory standards and the clients’ internal processes.

We advise on and assist with MAS and SFC AML/CFT regulatory requirements to ensure clients’ frameworks comply with these standards, including in the following areas:

Know-your-client, CDD and customer onboarding
AML/CFT risk assessment and mitigating controls
Politically exposed persons and sanctions screening requirements
Suspicious transactions and activity reporting
Employee screening requirements
Recordkeeping and retention requirements

Frequently Asked Questions

A fund manager seeking to establish a fund management business in Singapore will generally need to obtain a Capital Markets Services (CMS) licence for fund management from the MAS, unless an exemption applies.

Key considerations include:

Substantive fund management activities
MAS expects licensed fund managers to conduct substantive fund management activities in Singapore to qualify for grant of licence.
Personnel requirements
Fund managers are generally required to have at least two Singapore-based individuals who collectively satisfy MAS's minimum competency and experience requirements set out in Appendix 1 of the Guidelines on Licensing and Conduct of Fund Management Companies. Where any criteria cannot be collectively fulfilled, additional personnel may be required.
Capital requirements
The fund management company must meet the applicable regulatory capital requirements set out in the First Schedule of the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations. For fund managers serving only accredited and institutional investors, the minimum base capital requirement is S$250,000.
Local incorporation and office premises
The company should be incorporated in Singapore and maintain a dedicated physical office in Singapore that is secure, appropriately resourced, and used exclusively for the company's operations.
Application fees
The estimated upfront fees would include a one-time fee of S$1,000 for the application submission, along with S$200 for each representative appointed. In addition to these requirements, fund managers should consider their governance framework, compliance and risk management arrangements, operational infrastructure, and ongoing regulatory reporting obligations before commencing operations in Singapore.

Note: Licensing requirements may vary depending on the nature and scope of the fund management activities.

Connect with Us

Aaron Weiss

Managing Director and Head of Asia PacificFinancial Services Compliance and RegulationSingapore | Hong Kong

Aaron Weiss [email protected]+852 2281 0123

Alasdair Putt

DirectorFinancial Services Compliance and RegulationHong Kong

Alasdair Putt [email protected]+852 2281 0100

Laura Graham