FAQs

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.

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 check with the relevant pass issuing authority (e.g.MOM/ ICA) on their eligibility 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. These are available on SAL’s website at http://singaporelawwatch.sg/About-Singapore-Law/VCC-Model-Constitutions for reference and/or customised for use as necessary.

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: What are the available information products and the associated fees?
A: Free business profile will be issued to the lodger/applicant upon successful incorporation or transfer by registration of VCC or filing of annual return.

Certificate Confirming Transfer by Registration of VCC will also be issued free-of-charge to the lodger upon successful registration.

• Available information products which are chargeable at a fee include the following: Business Profile (e-certified version) at $5.50
• Certificate Confirming Incorporation of VCC at $50
• Extract of Filings at
  • $11/form
  • $26/form and attachment
  • $1/certification page

Note that other available products such as other certificates, people profile and registers will be launched by subsequent phases. Please re-visit this page for further updates.

In addition, the following documents are not made available to any member of the public:

• Constitution
• Annual Return

Q: Do VCCs need to maintain a list of beneficial owners or controllers?
A: VCCs are required under their AML/CFT Notice to maintain a register of beneficial owners of VCC (which is akin to the concept of controllers). Please see paragraph 7.17 of MAS Notice VCC-N01. 

Q: What winding up regime applies if I want to wind up a VCC or its sub-fund? What receivership regime applies if I want to appoint a receiver or manager in respect of the property of a VCC or its sub-fund? 
A: The winding up and receivership regime under the Companies Act (Chapter 50) currently applies to VCCs and their sub-funds, with modifications as set out in the VCC Act. It is intended that the winding up and receivership regime for a VCC and its sub-funds will be aligned with the winding up and receivership regime for other corporate structures in Singapore under the Insolvency, Restructuring and Dissolution Act 2018 in due course.
 
Q: For how long will I be able to reserve a VCC name?
A: The VCC name will be reserved for 120 days upon approval. If the VCC is not registered within 120 days after the name approval, the application will lapse and a new name application has to be submitted.

Q: When do I need to register my sub-fund for my umbrella VCC?
A: An umbrella VCC must apply to the Registrar for the registration of the sub‑fund within 7 days after it is formed. The Registration of Sub-Fund transaction is found at www.vcc.bizfile.gov.sg under “EServices”.

Q: How do I register for sub-fund for my umbrella VCC?
A: Sub-funds can only be registered under an umbrella VCC. You will need to provide the proposed name and date of formation of the sub-fund at the point of registration. You may apply for the registration of sub-fund at www.vcc.bizfile.gov.sg under “EServices”.

Q:  Where can I purchase the information products for my VCC?
A: You can purchase information products at www.vcc.bizfile.gov.sg under “Buy Information”.

Q:  Am I required to prepare a consolidated Annual Return/Financial Statement for all the sub-funds registered under my umbrella VCC?
A: All VCCs must file their annual returns within 7 months after the closing of their financial year end. A single Annual Return will be required for filing with each sub-fund providing its own accounts, without legal personality and having segregated assets and liabilities from the other.

Q: Are VCCs required to maintain electronic registers of directors, secretaries, managers and auditors with ACRA?
A: VCCs must maintain electronic registers of directors, secretaries, managers and auditors with ACRA. VCCs are required to update ACRA within 14 days if there are changes to the appointed officers.

Q: Are VCCs required to update ACRA within 14 days of any changes to the contact details (i.e. contact number and email address) and address of VCC officers?
A: Yes, VCCs are required to update ACRA within 14 days of any changes to the contact details (i.e. contact number and email address) and address of VCC officers. For NRIC and some FIN holders, ACRA will obtain residential address from the relevant government agencies. Such information may be required from Passport and other FIN holders if no existing or updated records are found in our database.

VCC officers who are foreigners are required to update ACRA within 14 days of any changes to their personal particulars, contact details and address.

Q: Are VCCs required to update ACRA within 14 days if there are changes to the VCC’s/sub-fund’s information?
A: Yes, VCCs are required to update ACRA within 14 days if there are changes to the VCC’s/sub-fund’s information such as name or address.

VCC Portal

Q: How do I purchase a VCC business profile? 
A: You may visit www.vcc.bizfile.gov.sg.

1.  Enter VCC UEN or Name in the search bar and click on “Search” button.
2. Click on “Business Profile” button within the searched result of the VCC to 
    add it into cart.
3. Click on the “Cart” icon at the top right corner and do a check out.
4. Select your login option. 
5.  Enter your name and delivery email address in the requestor information page.
6. Review your cart item and make payment accordingly.
7. You will receive an email with a download link within 15 minutes of payment.

Q: How do I file for a change in the Financial Year End (FYE) for my VCC?
A: You may change the VCC financial year end (FYE) at www.vcc.bizfile.gov.sg > EServices > Annual Filing > Change of Financial Year End 

Q: How do I file for appointment/ cessation of VCC officers, manager & auditor for my VCC?
A: Please refer to How-To-Guide for more information. To update these changes, please visit www.vcc.bizfile.gov.sg > EServices > Making Changes > Appointment/Cessation of VCC Officers, Manager & Auditors.

Q: Why can’t I purchase a copy of an extract of a VCC AR (Annual return) / a copy of constitution of a VCC ?
A:  An AR extract or copy of the VCC’s constitution is not available for inspection or purchase. You may refer to S9(2)(a) & (b) of the VCC Act as reference.
 

Q: If I have further enquiries on VCC, whom should I contact?
A: For immediate answers to your queries, please use Ask Jamie, our Interactive Virtual Assistant located at this link. If you are unable to find the answer to your enquiry, you may email us at this link.  

Alternatively, you may contact our Helpdesk  at +65 6248 6028.