Q:
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What are the basic requirements to incorporate a new VCC?
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A:
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The basic requirements to incorporate a VCC are as follows:
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1.
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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;
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2.
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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;
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3.
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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;
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4.
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A manager which is a Permissible Fund Manager must be appointed to manage the proposed VCC; and
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5.
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Payment of the prescribed incorporation fee.
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Q:
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Who can incorporate/register a VCC?
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A:
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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.
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Q:
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Must a VCC obtain approval from MAS first before submitting an application to ACRA, and how long will this take?
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A:
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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.
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Q:
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What is the minimum number of directors required of a VCC?
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A:
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A VCC must have:
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1.
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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;
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2.
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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 VCC’s fund manager.
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Q:
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What is the requirement for being a VCC director?
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A:
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He/she must be:
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1.
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At least 18 years old;
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2.
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Of legal capacity;
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3.
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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
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4.
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Not disqualified from acting as a director of a VCC, e.g. an undischarged bankrupt.
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Q:
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What are the requirements of the VCC’s fund manage?
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A:
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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:
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1.
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A licensed fund management company which holds a capital markets services licence for fund management under the Securities and Futures Act;
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2.
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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; and
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3.
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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).
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Q:
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Can any overseas fund re-domicile in Singapore as a VCC?
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A:
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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.
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FAQ
