In the Singapore venture capital and private equity landscape of 2026, the era of “growth at all costs” has been replaced by “growth with governance.” Whether you are a seed-stage startup or an SME eyeing a private equity buyout, the due diligence (DD) process is the final hurdle.
Investors in 2026 are highly risk-averse, utilizing digital audit tools to verify your company’s “health” before the first dollar is committed. At Hallmark Corporate Services, we’ve sat on both sides of the table. Here is the definitive list of what Singapore investors check first during the due diligence phase.
The “Cap Table” and ACRA Business Profile
Before looking at your pitch deck, investors look at your ACRA Business Profile. They are looking for “clean” ownership.
- The Check: Does the shareholding structure in your internal records match the Electronic Register of Members (EROM) at ACRA?
- Red Flags: Unclear share issuance dates, missing board resolutions for previous allotments, or “phantom” shareholders who haven’t been formally lodged via BizFile+.
- The 2026 Standard: In 2026, investors expect to see digitized cap table management that aligns perfectly with statutory filings.
Statutory Compliance & The “Green Tick” Status
Singapore investors view your relationship with regulators as a proxy for how you will treat their capital.
- The Check: Your status on the ACRA portal. Are you up to date with Annual Returns (AR) and Annual General Meetings (AGM)?
- The RORC Factor: A major focus in 2026 is the Register of Registrable Controllers (RORC). If your company cannot clearly identify its ultimate beneficial owners, it is an immediate “deal-breaker” for institutional investors due to Anti-Money Laundering (AML) risks.
Tax Governance and IRAS Standing
Investors want to ensure they aren’t inheriting a future tax lawsuit.
- The Check: IRAS tax clearance status and any history of Estimated Notices of Assessment (NOA).
- GST Compliance: With the GST rate at 9%, auditors will scrutinize your GST F5 filings. They look for consistency between your reported revenue and your tax submissions.
- Withholding Tax: If you hire foreign consultants or use overseas software providers, investors will check if you have been filing Form S45 correctly.
The Due Diligence Hierarchy (2026 Priority)
| Priority | Category | What Investors Are Looking For |
| High | Legal & Secretarial | Signed Board Resolutions for all major pivots/hires. |
| High | Financials | SFRS-compliant accounts and a clear “burn rate.” |
| Medium | Employment | CPF contribution accuracy and valid Work Passes (EP/SP). |
| Medium | IP Rights | Proof of trademark/patent ownership in the company’s name. |
Financial Accuracy (SFRS Standards)
In 2026, “management accounts” are no longer enough for serious DD. Investors look for:
- Revenue Recognition: Are you recognizing revenue according to Singapore Financial Reporting Standards (SFRS)? This is particularly critical for SaaS companies with long-term subscriptions.
- Related Party Transactions: Any loans to directors or transactions with a founder’s other businesses will be heavily scrutinized for “arm’s length” fairness.
Employment and CPF Compliance
In Singapore, payroll is a compliance minefield. Investors check if you have been paying CPF contributions correctly for all local employees and part-timers. Under-contributing or misclassifying employees as “contractors” to save on CPF is a major red flag that suggests future legal liabilities.
Be “Due Diligence Ready” Always
The most successful exits in 2026 are by companies that treat compliance as a continuous process, not a pre-funding “cleanup.” If you wait until the Term Sheet is signed to fix your ACRA records, you risk the deal falling through due to “due diligence fatigue.”
At Hallmark Corporate Services, we provide Pre-Investment Due Diligence Audits. We act as the “mock investor,” finding the gaps in your corporate secretarial records, tax filings, and RORC registers so you can fix them before the real check-writers arrive. Are you planning a fundraise in late 2026? Would you like our experts to prepare your “Data Room” and ensure your ACRA filings are 100% investor-ready today?