Variable Capital Company (VCC)
Registration of VCC
Requirements for VCC Registration
1) VCC Name
VCC name registration is the same as name of pte ltd, sole-proprietorship and partnership, however, all VCC full name should add ‘VCC’ words, for example, ‘ABC’ is chosen for VCC name, the full name should be ‘ABC VCC’.
2) VCC Type
2.1 Non-umbrella VCC , or
2.2 Umbrella VCC : Two or more sub-funds, each holding a portfolio of segregated assets and liabilities.
Every VCC must have at least 1 director who is ordinarily resident in Singapore (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass) with a local residential address.
Every VCC must also have at least 1 director (who may be the same person that is ordinarily resident in Singapore) who is either a Qualified Representative (as defined under the VCC Act) or a director of its fund manager.
VCCs consisting of Authorised Schemes must have at least 3 directors including 1 independent director. Authorised Scheme refers to a collective investment scheme (CIS) as defined under section 2(1) of the Securities and Futures Act (SFA) that is constituted in Singapore and authorised by MAS under section 286(1) of the SFA.
4) Company Secretary
A VCC must appoint a secretary within 6 months from its date of incorporation.
The position of company secretary must not be left vacant for more than 6 months. The sole director of a VCC and the company secretary cannot be the same person.
Every VCC must appoint an auditor within 3 months of its incorporation/registration. The audit exemptions under s205B and 205C Companies Act are not applicable to VCCs.
6) Fund Manager
A VCC must appoint a Permissible Fund Manager to manage its property or operate the CIS that comprises the VCC.
A Permissible Fund Manager refers to:
- A licensed fund management company which holds a capital markets services licence for fund management under the Securities and Futures Act (SFA);
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;
A financial institution exempted under sections 99(1)(a), (b), (c) or (d) of the SFA 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)
7) Financial Year End
You must also decide on the first financial year end (FYE) of your new VCC.
8) Registered Office Address
A registered office must be operational and accessible to the public during normal office hours, but need not be where the VCC conducts its activities
9) Registration Fee
VCCs registration fee can be 70% funded by Government under Variable Capital Companies (VCC) Grant Scheme