简体 繁體 日本語 한국어 English Deutsch Français Italiano Español Português Русский Українська

Two meanings of one phrase

Read the PDF edition (1 page)

Regulators use "regulatory arbitrage" as an accusation. Founders use it as a strategy. Both are describing the act of choosing where to be regulated. The phrase hides the only question that matters: whether the chosen jurisdiction's rules apply to the business in fact. In its legitimate sense, arbitrage means selecting the jurisdiction whose law fits the business, establishing the business there with the substance the law requires and accepting that jurisdiction's supervision in full. Every multinational does this. Switzerland and Singapore have built their financial centres on being chosen. Neither penalises a firm for preferring Zug's foundation law or Singapore's fund incentives over a competitor's. In its illegitimate sense, arbitrage means locating a letter-box in a jurisdiction whose rules are light while running the business, serving the customers and taking the decisions somewhere else, so that neither jurisdiction supervises what actually happens. That is what FINMA and MAS penalise. The line between the two senses is substance.1

The distinction matters because the digital-asset industry has a short history of the illegitimate kind. Exchanges registered in Seychelles operated from Hong Kong. Lenders held Singapore companies and ran operations with no Singapore presence. Token issuers used Swiss associations whose only Swiss activity was a notary's signature. Offshore-only providers sat in Singapore offices serving everyone except Singaporeans. Each prompted a regulatory response. The DTSP regime of 30 June 2025 is Singapore's answer to the last. FINMA's enforcement against unlicensed firms and its public warnings are Switzerland's answer to the others. This chapter sets out what both regulators penalise, what substance means in law, how far each jurisdiction's rules reach across borders, and finally a decision matrix for ten business models that applies the lessons of the whole part.

Notes

  1. The point is made in the regulators' own words. MAS, Response to feedback received on proposed regulatory approach for digital token service providers under FSMA, 30 May 2025, explaining that it would not license providers whose activity has no substantial nexus with Singapore beyond a registered office. FINMA, Annual Report 2023, section on fintech supervision, describing enforcement against entities that used a Swiss address to suggest Swiss supervision while operating abroad. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

Setting up or expanding in Singapore?

SingaporeIQ is edited by Dr Alexander Ressos, an international business lawyer with more than 15 years of local experience in Singapore as a permanent resident, a Singapore registered foreign lawyer and managing partner of a Singapore foreign law practice. In addition to significant experience in cross-border investments and transactions, UHNWI private client work and sanctions/export controls, Dr Ressos has extensive experience in cross-border business and in crypto and digital-asset projects in Singapore, drawn from more than 700 projects since 2017.

If you are planning a company incorporation, an investment, a holding structure or a market entry through Singapore, you can reach Dr Ressos directly at [email protected]. Singapore law advice is provided by KGP Legal LLC, a licensed firm of Singapore advocates and solicitors. As a Singapore law practice, KGP Legal LLC is authorised under the Legal Profession Act 1966 to advise on Singapore law and to represent clients before the Singapore courts; foreign law practices with an office in Singapore are, as a rule, not permitted to do either. Dr Ressos and his team facilitate the full range of Singapore legal, compliance and company administration services, including company incorporation, corporate transactions, commercial contracts, crypto and digital assets, financial regulatory work and dispute resolution, including litigation in the Singapore courts. For legal, tax and fiduciary services in Switzerland, see helveticaregister.com.