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FAQ For Variable Capital Company (VCC) In Singapore
Q: What are the basic requirements to incorporate a new VCC?A: The basic requirements to incorporate a VCC are as follows: (a) The proposed VCC name, financial year end information, particulars of proposed VCC officers, registered office, constitution of the proposed VCC and the declarations/ endorsements where applicable; (b) At least one director who is ordinarily resident in Singapore. This means that Singapore citizens, Permanent residents or holders of EntrePass/Employment Pass (subject to Ministry of Manpower’s letter of consent), with a local residential address may qualify; (c) At least one director (who may be the same person as in 1(b) above) who is either a Qualified Representative (as defined under the Variable Capital Companies Act) or a director of the manager of the proposed VCC; (d) A manager which is a Permissible Fund Manager must be appointed to manage the proposed VCC; and (e) Payment of the prescribed incorporation fee. |
Q: Who can incorporate/register a VCC?A: The incorporation/registration of a new VCC can be lodged with ACRA by a Corporate Service Provider (CSP) or by a subscriber to the constitution of the proposed VCC. A subscriber can be either an individual or corporate entity that subscribes to the shares of the proposed VCC. |
Q: Must a VCC obtain approval from MAS first before submitting an application to ACRA, and how long will this take?A: No, a VCC need not seek approval from MAS prior to incorporation. However, the existing requirements for offers of units in a CIS to persons in Singapore will apply to VCCs under the Securities and Futures Act (Cap. 289). More details can be found on http://www.mas.gov.sg/regulation/capital-markets/offers-of-collective-investment-schemes. |
Q: What is the minimum number of directors required of a VCC?A: A VCC must have: At least one director who is ordinarily resident in Singapore. This means that Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass (subject to Ministry of Manpower’s letter of consent), with a local residential address may qualify. FIN holders are advised to seek consent from the relevant pass issuing authority (e.g. MOM/ICA) before registering or taking on appointment (e.g. Director, Secretary) in an entity; At least one director (who may be the same person as in 4(a) above) who is either a Qualified Representative (as defined under the Variable Capital Companies Act) or a director of the VCC’s fund manager. |
Q: What is the requirement for being a VCC director?A: He/she must be: (a) At least 18 years old; (b) Of legal capacity; (c) A fit and proper person. The factors in determining whether a person is a fit and proper person to act as a director of a VCC are prescribed under the Variable Capital Companies Regulations 2020; and (d) Not disqualified from acting as a director of a VCC, e.g. an undischarged bankrupt |
Q: What are the requirements of the VCC’s fund manager?A: A VCC must appoint a Permissible Fund Manager to manage its property or operate the CIS that comprise the VCC. A Permissible Fund Manager refers to- (a) A licensed fund management company which holds a capital markets services licence for fund management under the Securities and Futures Act; (b) a registered fund management company which is registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations; (c) a financial institution exempted under sections 99(1)(a), (b), (c) or (d) of the Securities and Futures Act from the requirement to hold a capital markets services licence to carry on business in fund management, i.e. a bank licensed under the Banking Act (Cap. 19), a merchant bank approved under the MAS Act (Cap. 186), a finance company licensed under the Finance Companies Act (Cap. 108) or a company or co-operative society licensed under the Insurance Act (Cap. 142). |
Q: Can any overseas fund re-domicile in Singapore as a VCC?A: Only overseas funds that adopt a corporate structure that is equivalent to a VCC may re-domicile as VCCs in Singapore. Fund managers of such funds can do so by registering the VCC (and sub-funds) with ACRA, and notify the foreign authorities of the de-registration accordingly. |
Q: What are the basic requirements required for foreign corporate entities to re-domicile into Singapore as VCCs?A: The basic requirements for foreign corporate entities (FCE) to apply for re-domicilation (i.e. Transfer of Registration) into Singapore are as follows: The proposed VCC name, particulars of proposed VCC officers, registered office; At least one director who is ordinarily resident in Singapore. This means that Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass (subject to Ministry of Manpower’s letter of consent), with a local residential address may qualify; A director (who may be the same person as in 7(b) above) who is either a Qualified Representative (as defined under the Variable Capital Companies Act) or a director of the manager of the proposed VCC; A manager which is a Permissible Fund Manager must be appointed to manage the proposed VCC; Financial year end information, such as the proposed VCC’s intended date of first financial year end after transfer of registration, which cannot be more than 18 months from the FCE’s last FYE date. If the proposed VCC wish to have a first financial year of longer than 18 months, the proposed VCC has to separately apply to the Registrar for a ‘Change in Financial Year End’ after successful Transfer of Registration; Constitution of the proposed VCC; A certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation; A certified copy of the certificate of incorporation of the FCE in its place of incorporation; or a document of similar effect to the certificate of incorporation of the FCE in its place of incorporation; Where the FCE consists of two or more collective investment schemes, certified copy of the document of registration of each collective investment scheme of the FCE in its place of incorporation; or a document of similar effect to the document of registration of each collective investment scheme of the foreign corporate in its place of incorporation; Declarations/ endorsements where applicable; Payment of the prescribed fee. |
Q: Is there a model constitution for VCC?A: The Singapore Academy of Law (SAL) has published a set of guidelines and two model constitutions, one for open-ended VCCs and another for closed-end VCCs. Source for Model Constitutions For VCC: Singapore Academy of Law (“SAL”) |
Q: Is there any Guidance notes for model Constitutions for VCC?A: Guidance notes give pointers as to how the model constitutions can be structured. Learn from Guide with the source from Singapore Academy of Law (“SAL”). |
Q: What is the format for VCC UEN and the sub-fund number? How can we identify that the sub-funds come from the same VCC/”umbrella”? What is the maximum number of sub-funds a VCC can have?A: VCC UEN format is TYYVCXXXXX, e.g. T20VC0001A. For umbrella VCCs, the sub-fund number format is TYYVCXXXXX-SFXXX. e.g. T20VC0001A-SF001 (where SF-001 is the first sub-fund) e.g. T20VC0001A-SF002 (where SF-002 is the second sub-fund) Note that non-umbrella VCCs do not have any sub-funds. |
Q: Is the Constitution made available to any member of the public from ACRA?A: No. The Constitution is not made available to any member of the public from ACRA. |
Q: Is the Annual Return (AR) made available to any member of the public from ACRA?A: No. The Annual Return is not made available to any member of the public from ACRA. |
Remarks:
Since VCC was launched only on 15-Jan-2020, we would update with more information including compliance once it is available from the regulatory authorities.
| Source of Information, Guidelines, Compliance, Laws, Rules & Regulations is from the relevant authorities of Singapore | |
| Details of Source | Name of Authorities |
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