SINGAPORE Law and Practice Contributed by: Jason Lim, Sreenivasan Narayanan SC and Palaniappan Sundararaj, Sreenivasan Chambers LLC
and not merely because of a parent-subsidiary rela - tionship. Individual officers and employers can also be pros - ecuted, where they have independent personal crimi - nal liability or where the statute creates such liability where there is connivance or consent by officers and employees. Singapore does not recognise a general doctrine of successor criminal liability. Accordingly, criminal lia - bility does not automatically transfer to a successor entity following mergers, acquisitions or corporate restructuring. 5.2 Compliance Programmes There is no general statutory requirement for all com - panies in Singapore to maintain financial crime com - pliance programmes. However, such obligations are imposed on specific regulated sectors, particularly financial institutions, property developers and other designated entities. Financial institutions are subject to comprehensive AML/CFT obligations imposed by the Monetary Authority of Singapore through legally binding Notices issued under Section 27B of the Monetary Authority of Singapore Act 1970. These require financial insti - tutions to implement robust compliance frameworks, including risk assessments, customer due diligence, ongoing monitoring, record-keeping and suspicious transaction reporting. Similarly, under the Sale of Commercial Properties Act 1979, property developers are required to implement measures to detect and deter financial crime, includ - ing conducting customer due diligence and reporting suspicious transactions. Similar amendments were made to the Real Estate Agents Act 2010. The Cor - porate Service Providers Act 2024 also imposes such requirements on service providers who provide incor - poration and corporate secretarial services. Singapore does not have a general “failure to prevent” corporate offence regime akin to the UK Bribery Act 2010, however, the existence and effectiveness of compliance measures may be relevant in enforcement and sentencing. In Public Prosecutor v China Railway
Tunnel Group Co Ltd ( Singapore Branch ) [2025] SGHC 101, the High Court considered the company’s inter - nal compliance framework and policies in assessing liability and penalty, indicating that such measures can be relevant as a mitigating factor even where they do not provide a substantive defence. 5.3 Defences and Exceptions Defendants may seek to establish that they lacked the requisite mens rea for the offence. Reliance on legal advice is not a defence in itself. However, evidence that a defendant sought and fol - lowed legal or professional advice may be relevant in negating mens rea, particularly where it goes to show - ing absence of knowledge or recklessness. The general exceptions under Chapter IV of the Penal Code 1871 also apply to financial crime offences, except where they have been specifically excluded. For example, a person is not guilty of an offence if, by reason of a mistake of fact made in good faith, they believe themselves to be legally justified or bound to act as they did. Other general defences such as duress and necessity may also apply, although they are narrowly construed in practice. Singapore also does not provide general de minimis thresholds for financial crime offences, and liability may arise regardless of the scale of the conduct. However, this subject to prosecutorial discretion and de minimis offences are often dealt with by way of a warning. 5.4 Whistle-Blower Protection Protection for whistle-blowers in Singapore is provid - ed through a combination of statutory provisions and regulatory guidance. Under Section 36 of the PCA, complaints made to the authorities cannot be admitted as evidence in civil or criminal proceedings, and no witness is required or permitted to disclose the identity of an informer. The CDSA also imposes reporting obligations on per - sons who know or suspect that property is linked to criminal conduct. Good faith disclosures to a Sus - picious Transaction Reporting Officer are protected
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