Singapore Legal Opinions on Crypto Projects

Every crypto project with a connection to Singapore has to fit within the Payment Services Act 2019 (PSA), the Securities and Futures Act 2001 (SFA), Part 9 of the Financial Services and Markets Act 2022 (FSMA) and the anti-money-laundering rules that come with them. Investors, exchanges, banks and auditors no longer take that on trust. They expect the position to be confirmed in a formal legal opinion from a licensed Singapore law firm, and a project that cannot produce one will find that its fundraising, its listing and its bank account all take longer or do not happen at all.

Why compliance has to be settled before launch

The legal classification of a token decides which statute applies, and the statute decides whether a licence is needed. A token that is a digital payment token brings the PSA into play, and carrying on a payment service business without a licence is prohibited by section 5 of the PSA. A token that is a capital markets product falls under the SFA, where dealing in it as a business requires a capital markets services licence under section 82 and an offer to the public requires a prospectus under section 240 unless an exemption applies. Since 30 June 2025, a business that provides digital token services from Singapore only to customers abroad also needs a licence under Part 9 of the FSMA, and the Monetary Authority of Singapore (MAS) has said it will grant such licences only in very limited cases.

Because these questions are answered by the facts of each project, they have to be answered before tokens are issued, sold or listed. Correcting a structure after launch is slower and more expensive, and it may not undo a breach that has already occurred.

What a Singapore legal opinion covers

A legal opinion states, on the basis of the documents reviewed and the assumptions set out in it, how Singapore law applies to the project. Depending on the instructions, it typically addresses the following questions:

• the classification of the token as a digital payment token, a capital markets product, e-money or none of these;
• whether the issuer, the platform or any service provider in the structure needs a licence under the PSA, the SFA or Part 9 of the FSMA, and whether an exemption is available;
• the conditions for offering the token to investors in or from Singapore, including the prospectus exemptions for private placements and offers to accredited and institutional investors;
• the restrictions on marketing digital payment token services to the public in Singapore;
• the anti-money-laundering and counter-terrorist-financing obligations that apply to the project and its service providers, including the travel rule;
• the role of the Singapore entity, the foundation or the treasury in the overall structure.

Who relies on the opinion

Venture capital funds and other investors ask for the opinion in their due diligence before they commit capital. Exchanges ask for it before they list a token, and banks, custodians and payment providers ask for it before they open accounts. Auditors use it to support the accounting treatment, and the board uses it to show that the directors took advice before acting. A single, well-prepared opinion can serve all of these readers, which is why it is usually one of the first documents a serious project commissions.

Why the opinion should come from a licensed law firm

An opinion carries weight because of who signs it. A formal opinion from a Singapore law practice is issued by advocates and solicitors who are subject to the Legal Profession Act 1966 and its professional conduct rules, it is addressed to identified recipients and limited by stated assumptions and qualifications, and it is backed by the professional indemnity insurance that every Singapore law practice must maintain. A white paper, a compliance checklist or a memorandum from an unregulated consultant offers none of these protections, and investors and exchanges know the difference.

How the process works

The work begins with a short initial call, free of charge, in which the project is described and the scope of the opinion and the fee are agreed. The project then provides its documents, usually the white paper, the token terms, a description of the smart contracts and the token flows, the corporate structure and the planned offering and marketing. Questions are raised in writing, a draft is discussed, and the opinion is issued in final form once the facts are settled. A fixed fee is agreed in advance wherever the scope allows it.

How to instruct

Singapore legal opinions are issued by KGP Legal LLC, a duly licensed firm of Singapore advocates and solicitors (licence LSRA/LLC/2017/00023), on the basis of a written letter of engagement. Dr Alexander Ressos, who has advised international clients on more than 700 crypto projects since 2017, is Of Counsel at KGP Legal LLC and remains your point of contact throughout. To discuss an opinion for your project, please write to [email protected] with a short description of the project, the parties involved and your timetable.

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 November 2026.