Crowd Funding


What is crowd funding?

Crowd funding generally refers to raising funds from a large number of individuals through an online platform. Here are some forms of crowd funding:

 

Form What it is Financial returns Offer of securities may be involved 
Donation-based crowd funding where individuals pool their resources to support a charitable cause Nil Nil
Reward-based crowd funding where individuals give money to a company in return for a “reward”, usually a product produced by the company Nil. Return is usually non-monetary Nil
Lending-based crowd funding where individuals lend money to a company and the company commits to repay the loan at pre-determined intervals and interest rate Interest rate and return of amount lent. Yes
Equity-based crowd funding where individuals invest in shares sold by a company and receive a share of the profits in the form of a dividend or distribution. Profit-sharing in the form of dividends Yes

Lending-based and equity-based crowd funding which involve offers of securities are generally referred to as securities-based crowd funding (SCF). They are subject to securities regulation.

What are some risks of participating in fundraising through crowd funding platforms?

As with any investment, do bear in mind whether your individual circumstances allow you to take on the risks involved. Here are some of the risks you should be aware of when considering SCF:

 

Risk What it means
Loss of capital SCF tends to attract start-ups and small medium sized enterprises (SMEs) which may have yet to establish a track record. Globally, the failure rate for start-ups is high so there is a high risk of losing some or even all of your capital, especially if you are unfamiliar with early stage investing.
Lack of liquidity When you want to exit the investment, there is a risk that you may not be able to sell the securities or have to sell them at a significant discount.
Fraud risk As fundraising is carried out through online platforms, you may not have direct contact with whoever is making the offers of securities. There is a risk that the projects or proposals may not be legitimate and that expected rewards or returns may not materialise.
Platform closure or failure If the operator of the SCF platform that you are relying on to ensure that your funds are passed on to the project owner fails, you may lose all your money. Do also check if your money will be segregated from the operator’s.
Risks of investing in foreign issuers If the securities are being offered by an issuer in another country, your rights will be subject to the laws of that country. You may also be subject to additional tax liabilities, transaction costs and capital controls.
Insufficient information on the issuers to make fully informed investment decisions You may not receive enough information to make a fully informed investment decision. There is no requirement for issuers and SCF platform operators to provide information that would be reasonably required to make informed assessments of the securities offered. Also, the financial statements of the start-ups and SMEs may not have been audited. An unaudited financial statement may not reflect the true financial health of a company. For foreign issuers, the financial statements of the companies may not be made accessible to you if there are no requirements in their home country to do so.

 

What should I look out for if I wish to contribute funds to a project on a crowd funding platform despite the risks involved?

You should exercise care and diligence in reading the applicable terms and conditions on the SCF platform before signing up or agreeing to contribute funds to any project or business proposal.

Is crowd funding regulated by the Monetary Authority of Singapore ("MAS") in Singapore?

SCF offers an alternative source of financing for start-ups and SMEs. The regulatory framework seeks to strike the right balance between improving access to financing for such entities and protecting your interests as an investor.

All SCF platform operators who want to operate in Singapore must be licensed by MAS. MAS will admit only platform operators that are assessed to be fit and proper. Operators must ensure proper segregation of investors’ monies and keep proper records of transactions. SCF platform operators are expected to deal fairly with investors in the conduct of their business. If a licensed operator is found to have breached MAS’ rules, supervisory measures will be taken, ranging from enhanced audits to revocation of license.

Fund-raising companies listed on SCF platforms may make small offers (i.e. raising less than $5 million within 12 months) without issuing a prospectus (an investment offering document). But they must disclose the key risks (as prescribed by MAS at a minimum)1 of such investments to you. The key risks were largely described earlier. Before investing, you will be required to acknowledge that you have read and understood these risks. Do take time to consider the investment carefully as ultimately investors bear responsibility for their investment decisions.

Crowd funding arrangements which do not involve the offer of securities (for example, where contributions are in the form of donations or pre-payment for merchandise) are not subject to MAS’ regulations.

More on lending-based crowd funding2

Any invitation to lend money to an entity (e.g. a company) is deemed to be an offer of debentures, which are a type of security. The entity offering debentures must issue a prospectus unless the offer falls within an exemption, for example, if the offer is a small offer (personal offers of securities up to $5 million within any 12-month period) or a private placement (an offer of securities to no more than 50 persons within a 12-month period). Such exemptions are subject to certain pre-conditions.

1Key risks to be disclosed are set out in Appendix 2 of MAS’ Shares and Debentures Guidelines 4 – Guidelines on Personal Offers made pursuant to the exemption for Small Offers.

2More information on lending-based crowd funding may be found in MAS issued FAQs on lending-based crowd funding.

Are overseas crowd funding platforms that facilitate any offer of securities to Singapore investors caught under the applicable legislation?

This depends on the business model of the overseas crowd funding platforms. For example, offers made through an overseas crowd funding platform that solicits funds from investors in Singapore will be subject to prospectus and other applicable requirements. However, given the borderless nature of the internet and the fact that many such crowd funding platforms do not have any presence in Singapore, there are practical limits to the enforcement of local requirements. Thus, it is all the more important that you exercise vigilance before you decide to participate in such offers.

Before you contribute funds through such overseas crowd funding platforms, you should ascertain if the platform is authorised or required to be authorised to facilitate such offerings, including in Singapore. You should only deal with persons who are regulated. MAS aims to safeguard your interests by ensuring that only competent and professional persons provide financial services to investors in Singapore. If you deal with an unregulated entity, you should be aware that the protection afforded under laws administered by MAS will not apply.

What can I do if I encounter problems arising from my participation in a crowd funding arrangement?

If you suspect that a person has breached your rights as an investor, you can report the matter to MAS by sending your feedback to consumers@mas.gov.sg.

You should always read the investment offering documents carefully as well as any accompanying documentation. Never buy a product unless you fully understand the risks involved and decide that the product is suitable for your financial needs.

How do I find out whether a company is regulated by MAS?

You can refer to the Financial Institutions Directory found on MAS' website. The Financial Institutions Directory provides a listing of entities licensed to conduct regulated activities under the various Acts administered by MAS.

If a consumer chooses to participate in schemes that are not regulated by MAS, he/she will not have the protection afforded under the regulatory framework administered by MAS, particularly if the operators are based overseas. If he has a complaint against an unregulated entity, he will also not be able to approach the Financial Industry Disputes Resolution Centre for assistance. And if an operator is based overseas, it could be even harder for the consumer to pursue the matter.

Do also check the Investor Alert List which lists unregulated persons who, based on information known to MAS at the time of publication, may have been wrongly perceived as being licensed or authorised by MAS.