Fund Management Licensing Regime Part 4: Venture Capital Fund Managers (“VCFMs”) 基金管理许可制度第 4 部分:风险投资基金经理

4 August 2022|In Legal Updates


A VCFM may carry on business in fund management in respect of venture capital funds with qualified investors only, without a restriction on the number of qualified investors.

However, a VCFM is subject to restrictions on investments and fund type.

A VCFM may only manage funds that meet the following criteria:

  1. invest at least 80% of committed capital (excluding fees and expenses) in specified products that are directly issued by an unlisted business venture that has been incorporated for no more than 10 years at the time of initial investment. Any follow-on investment in such qualifying investments will be deemed qualifying, even if the portfolio company has been incorporated for more than 10 years at the time of the follow-on investment;
    将至少 80% 的承诺资本(不包括费用和开支)投资于从初始投资时起算成立不超过 10 年的非上市企业所直接发行的特定产品。即使被投资对象公司在基金对其后续再投资时已成立超过 10 年,诸如此类的再投资都将被视为合格的投资;
  2. invest up to 20% of committed capital (excluding fees and expenses) in other unlisted business ventures that do not meet the criteria set out in (a) above;
    将最多 20% 的承诺资本(不包括费用和开支)投资于不符合上述 (a) 项标准的其他非上市企业;
  3. must not be continuously available for subscription, and must not be redeemable at the discretion of the investor; and
  4. must be offered only to (i) accredited investors or investors in an equivalent class under the laws of the country where the offer is made, (ii) and/or institutional investors.
    必须仅向(i)合格投资者发出要约或根据发出要约所在国家/地区法律所规定的同等类别的投资者发出要约, (ii)和/或机构投资者发出要约。

A VCFM’s funds can only make investments in unlisted assets – it cannot invest in listed securities or initial public offerings. However, a VCFM may hold listed securities in portfolio companies if it had acquired these securities prior to their listing.


A VCFM needs to hold a CMS licence for fund management. VCFMs are exempt from certain provisions, such as the financial requirements stipulated in the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations.

However, a VCFM is required to meet the following requirements that apply to fund management companies:

  1. satisfy the Monetary Authority of Singapore (“MAS”) that its shareholders, directors, representatives, employees, and the company itself, are fit and proper;
    令新加坡金融管理局 (“MAS”) 确信其股东、董事、代表、雇员和公司本身是合适的;
  2. be a Singapore-incorporated company and have a permanent physical office in Singapore; and
  3. engage a minimum of 2 directors, one of whom must be full-time and resident in Singapore, and a minimum of 2 full-time professionals and representatives resident in Singapore (may include the directors).
    聘请至少 2 名董事,其中一名必须是全职员工且常驻新加坡,以及至少 2 名常驻新加坡的全职专业人士作为授权代表(可以包括董事)。


To apply to be a VCFM, the following documents are required:

  1. MAS’s Form 1V (Application for a CMS licence to operate as a VCFM);
  2. signed declaration by the applicant’s directors (from MAS’s Form 1V);
    申请机构董事签署的声明(MAS表格 1V);
  3. the applicant’s business profile as per the Accounting and Regulatory Authority’s record; and
  4. the applicant’s shareholding chart showing all immediate, intermediate and ultimate shareholders.

The processing time for a VCFM application may take up to 4 months.
风险投资基金经理申请的处理时间可能长达 4 个月