What are the basic requirements required for foreign corporate entities to re-domicile into Singapore as VCC (Variable Capital Company)?

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.

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