Last updated 28 September 2026 — by Adrian Tan, SDM. Marketing guidance, not legal advice. Statutory references are to the Securities and Futures Act 2001 as in force on 28 September 2026. Any offer of shares, notes or units should be structured with a corporate lawyer before a word of marketing is written.
A founder closes a term sheet with a lead investor, has some room left in the round, and posts on LinkedIn: “We’re raising our seed round. A few spots left for angels. DM me for the deck.” It feels like ordinary startup behaviour. In Singapore it can be the single most expensive post the company ever writes.
The reason is the Securities and Futures Act 2001 (SFA). Almost every startup and SME fundraise relies on an exemption from the requirement to issue a registered prospectus, and almost every one of those exemptions is lost the moment the offer is “accompanied by an advertisement making an offer or calling attention to the offer”. Lose the exemption and the fundraise becomes an offer without a prospectus, an offence carrying a fine of up to $150,000 or two years’ imprisonment.
This guide explains the rules in marketing terms: what counts as advertising an offer, what a company can still say publicly while it raises, how equity crowdfunding platforms stay inside the line, and where agencies and content creators fit in. It applies equally to startups, SMEs issuing notes, property and alternative investment schemes, and tokenised offerings.
Why marketing and fundraising collide
The SFA starts from a simple position. Under section 240, an offer of securities to the public needs a registered prospectus. Prospectuses are long, lawyered and expensive, so private companies raise money through exemptions instead. The trade-off built into those exemptions is that the offer stays private. Marketing is how an offer stops being private.
| Exemption route | Who it lets you raise from | Advertising condition |
|---|---|---|
| s 272A small offers | “Personal offers” up to $5 million in any 12 months, to people with prior contact, a prior connection or a previously shown interest | No advertisement; no selling or promotional expenses beyond permitted professional fees |
| s 272B private placement | No more than 50 persons in any 12 months | No advertisement; same promotional-expense bar |
| s 275 accredited investors | Accredited investors and “relevant persons”, or anyone investing at least $200,000 per transaction (s 275(1A)) | No advertisement; an information memorandum is not treated as one |
| s 274 institutional investors | Institutional investors only | No express advertising condition, but public promotion would reach people outside the exemption |
| ss 302B, 302C, 305 | Equivalent routes for units in collective investment schemes | Same conditions as above |
Two features of that table catch marketers. First, the condition bites on calling attention to the offer, not only on making it. A post that does not contain terms but tells the world a round is open can be enough. Second, the routes also bar selling or promotional expenses other than administrative and professional services and fees to licensed dealers. Paying for ads or paying someone to promote the raise can breach the exemption on its own, regardless of what the ad says.
Section 272A(10) defines an advertisement broadly as any written, printed, broadcast or recorded telephone communication published in connection with the offer, while excluding a document prepared for offerees to review. That carve-out is why a pitch deck sent privately to an investor who asked for it is fine, and the same deck posted publicly is not.
Section 251: the ban on advertising a prospectus offer
Where an offer does need a prospectus, section 251(1) separately prohibits anyone from advertising it, or publishing any statement that refers to it directly or indirectly or is “reasonably likely to induce persons to subscribe for or purchase” the securities, except as section 251 allows. The penalty under section 251(12) is a fine of up to $50,000 or 12 months’ imprisonment, plus up to $5,000 a day for a continuing offence, and it applies to anyone who knowingly authorises or permits the publication, not only the issuer.
The indirect-promotion test
The most useful provision for marketers is section 251(2), which tells a court how to decide whether a statement indirectly promotes an offer. It looks at whether the statement is part of the company’s normal advertising of its products or services genuinely aimed at keeping or winning customers, whether it materially deals with the affairs of the entity, and whether it is likely to induce people to invest on the strength of the statement rather than the prospectus.
The practical reading: keep running your normal product marketing during a raise. What changes is corporate content. Growth milestones, valuation hints, “record quarter” posts and founder interviews about the company’s future are the category the test is aimed at. Section 251(16) adds that making a statement “reasonably likely to be published”, such as in a media interview, counts as publishing it.
What is allowed around a prospectus
- Before registration (s 251(6)–(7)): only a bare notice identifying the securities, the offeror and issuer, stating that a prospectus will be made available and that applications must be made under it, and how to get a copy.
- Since 29 June 2026 (s 251(3)–(4)(a), as amended in 2026): a preliminary document lodged with MAS, and presentations on it, may be shared with any person, provided it states it is subject to amendment, states in bold that no offer or agreement may be made on the basis of it, has no application form attached, and recipients are notified once the prospectus is registered.
- After registration (s 251(8)): ads may run if they say where the prospectus can be obtained, that applications must be made under it, contain nothing not in the prospectus, and meet any prescribed rules.
- Always allowed (s 251(9)): required disclosures, notices of meetings, factual company reports that do not refer to the offer, and genuine news reporting or comment by independent media.
The last point has a sting that matters to every agency: under section 251(11), the news and third-party report safe harbours do not apply if anyone gave “consideration or any other benefit” for the publication. A sponsored article or a paid creator post about an offer is not news. Publishers themselves are protected under section 251(10) if they ran an ad in the ordinary course of business without knowing or having reason to suspect a breach, but the agency that arranged it has no equivalent shield.
What MAS’s own guidelines say is a breach
MAS has published Guidelines on the Advertising Restrictions in Sections 272A, 272B and 275 (SFA 13-G15), first issued in June 2016 and revised in October 2018. They were written with crowdfunding platforms in mind, but their sample cases are the clearest official statement of where the line sits for anyone raising money. The key points:
- An offer that breaches the advertising restriction is simply not an exempted offer. There is no partial compliance.
- Communications about an offer may go only to qualified persons and must be confined to factual information. A factual letter or email to an eligible investor is acceptable.
- A social media post naming open offers is a breach.
- Publicising in general terms that a platform hosts technology start-ups, without naming any, is not a breach.
- Words such as “outstanding opportunity” or “10x your investment” are opinion, not fact, and breach the restriction even when sent only to qualified persons.
That last point surprises most founders. Even inside the private channel, the tone of an investor email is regulated. Hype belongs nowhere near an offer.
What happens when it goes wrong
The LinkedIn post that halted a token offering
On 24 January 2019, MAS announced it had stopped a securities token offering in Singapore. The issuer had structured the offer to rely on the accredited investor exemption, but, in MAS’s words, its legal advisers had put out a LinkedIn post accessible to the public calling attention to the offer. The offering was halted and the issuer suspended it. The case is instructive for two reasons: the post came from the issuer’s advisers rather than the issuer, and a single post on a professional network was enough.
An unregulated raise that ended in prison
In Public Prosecutor v Tay Chee Ming [2020] SGMC 1, as summarised by Singapore practitioners, around $8 million was raised through convertible loan agreements. The court rejected reliance on the small offers exemption on several grounds, including that investors had no prior connection with the issuer, that materials were freely available (treated as advertising), that the $5 million cap was exceeded, and that unlicensed brokers were paid commissions. The reported sentence was 15 months’ imprisonment. Every one of those grounds is, at root, a marketing decision.
MAS also maintains an Investor Alert List of unregulated persons who may be wrongly perceived as regulated, including people offering units in investment schemes. It is a warning list rather than an enforcement record, but an agency asked to run ads for an investment product should check it before taking the brief.
Channel by channel: what founders and marketers can publish
LinkedIn and founder personal brands
Founders build audiences on LinkedIn precisely so that announcements travel, which is exactly the problem during a raise. “We’re growing the team” or “we just launched in Malaysia” is ordinary business publicity. Adding the round size, the terms, “a few spots left” or “DM for the deck” turns it into content calling attention to an offer, which is what happened in the 2019 MAS case. Announce the round when it has closed. That is standard practice and the guidelines treat completed deals differently from open ones.
Pitch decks and data rooms
Keep decks off public pages, public cloud links and “link in bio”. Distribute them privately to investors who have been qualified, or through a login-gated data room, and keep the content factual. The MAS guidelines treat a platform visible to anyone as in breach and a login-only platform as compliant where information is factual; the same reasoning applies to a company’s own website.
Paid media and performance campaigns
Paid promotion of an exempt offer fails twice: the advertisement breaks the no-advertising condition, and the ad spend is a promotional expense the exemptions prohibit. A Meta or Google campaign driving traffic to “invest in our growth” is therefore not a creative problem to be solved with better copy. It is a structural one. Agencies should decline these briefs unless the client has a registered prospectus or a lawyer’s written sign-off. Our Meta ads guide covers the platforms’ own financial-services policies, which apply on top.
Influencers and finfluencers
Because section 251(11) strips the news safe harbour from paid content, a creator paid to talk about an offer is advertising it. Section 251(12) also reaches anyone who knowingly authorises or permits the publication, which can include the agency that booked the creator. For licensed financial institutions, the MAS Guidelines on Standards of Conduct for Digital Advertising Activities (issued 25 September 2025, effective 25 March 2026) add duties covering appointed third parties including online content creators; our guide to marketing professional and financial services covers those, and our influencer marketing guide covers creator contracts generally.
Equity crowdfunding platforms
MAS’s 2016 crowdfunding changes confirmed that the advertising restrictions do not stop platform operators publicising their services. Under the guidelines, a platform may promote itself and its completed deals, but may not flag any open or intended offer to the public, even through a link. Issuers on a platform are bound by the same rule: sharing your campaign page publicly on social media is calling attention to the offer.
Property and alternative investment schemes
Buying title to an overseas property directly is not a securities offer, and marketing of foreign property by agents falls under the Council for Estate Agencies. But schemes that pool investors’ money, are centrally managed and share profits, where investors have no day-to-day control, can fall within the SFA definition of a collective investment scheme, which brings in the prospectus requirement and section 300, the scheme equivalent of section 251. “Guaranteed rental return” and “fractional ownership” products deserve a lawyer’s view on which side they sit before any seminar is advertised.
Tokenised offerings
Tokens that are capital markets products follow the same prospectus and advertising rules as shares, which is what the 2019 case demonstrates. Payment tokens are a different regime, covered in our guide to crypto marketing in Singapore, and MAS’s Guide on the Tokenisation of Capital Markets Products (last revised November 2025) is the starting point for working out which one applies.
A raise-period communications checklist
- Confirm the legal route with counsel before the raise starts: which exemption, which investor categories, what cap.
- Brief everyone who posts: founders, employees, advisers, PR and the agency. The 2019 breach came from advisers.
- Freeze corporate content about the round until it closes. Keep product marketing running.
- No round details in public: no size, terms, valuation, “spots left” or “DM for deck”.
- Gate the deck: private distribution or a login-only data room for qualified investors.
- Facts only in investor communications. No return promises, no “outstanding opportunity”.
- No paid promotion of the offer and no commissions to unlicensed introducers.
- Pre-clear interviews: a statement likely to be published counts as publishing.
- Announce after closing, stating the round is closed.
- Keep a record of who received what, and when, to evidence prior connection and qualification.
A note for agencies
An investment brief is one of the few marketing briefs where doing the job well can be the offence. Before accepting work for a company that is raising money, or for any product that looks like an investment, ask three questions: is there a registered prospectus, which exemption is being relied on, and has a lawyer approved the channel plan in writing? If the client cannot answer, the right advice is to pause the campaign, not to soften the copy. The same instinct applies to other regulated offers; see our guides to moneylender advertising and to Singapore’s online advertising code on scams, and our list of marketing agency red flags for what a responsible agency should refuse.
Insurance products sit under a separate stack of MAS rules: if you advertise life policies or ILPs, read our guide to insurance advertising rules in Singapore, which covers the digital advertising guidelines, the FAR reg 22 statement and the PPF Scheme wording.
Frequently asked questions
Can I post on LinkedIn that my startup is raising money in Singapore?
Not while the round is open if you rely on a prospectus exemption. The small offers, private placement and accredited investor exemptions in sections 272A, 272B and 275 of the Securities and Futures Act are lost if the offer is accompanied by an advertisement calling attention to it. Announce the round after it closes.
What is the penalty for advertising an investment offer without a prospectus?
If the exemption is lost, the offer becomes an offer without a registered prospectus under section 240, punishable by a fine of up to $150,000 or up to two years’ imprisonment, or both. Advertising an offer that requires a prospectus in breach of section 251 carries up to $50,000 or 12 months, plus up to $5,000 a day for a continuing offence.
Can I keep marketing my products while my company is raising?
Yes. Section 251(2) asks whether a statement is part of the company’s normal advertising genuinely aimed at customers, and whether it materially deals with the company’s affairs. Ordinary product marketing continues; corporate content about the round should pause.
Can I share my pitch deck publicly?
It is risky. MAS’s guidelines treat offer information visible to anyone as a breach, while login-gated access for qualified persons with factual content is acceptable. Send decks privately to investors who have been qualified.
Can an agency or influencer be liable for promoting an investment offer?
Section 251(12) applies to anyone who knowingly authorises or permits the publication, and section 251(11) removes the news safe harbour for paid content. An agency or paid creator promoting an offer is therefore exposed, not only the issuer.
Can a crowdfunding platform advertise?
A platform may publicise its services and completed deals. Under MAS guidelines it may not call public attention to a specific open or intended offer, even by linking to it.
The takeaway
In Singapore, the private fundraise and the public announcement are two separate events, and the law expects them to happen in that order. Keep selling your product while you raise, keep every word about the round inside a private, factual channel, and save the celebration post for the day the round closes. The founders who get this wrong are rarely trying to mislead anyone; they are simply marketing the way they market everything else.
If you want growth marketing that knows where these lines are, that is how our performance marketing team works; see our client case studies, and start with our guide to performance marketing in Singapore.
