20 June 2022

VCC Series Part 2: Types of VCCs, Requirements and Compliance 新加坡可变动资本公司系列第二章:VCC类型与合规要求

Types of VCCs

Standalone / Umbrella

A VCC may be incorporated as either a standalone VCC or an umbrella VCC. A standalone VCC is a VCC with a single fund, while an umbrella VCC consists of two or more sub-funds.

Under an umbrella fund, you may incorporate more sub-funds under the same umbrella VCC at any time.


Open-ended / Closed-end

A standalone VCC or a sub-fund may be incorporated as an open-ended fund or closed-end fund. An open-ended fund allows investors to redeem their investments at their discretion, while a closed-end fund does not permit them to do so. Closed-end funds have a fixed number of shares and do not allow new subscriptions after the offering period is over, while open-ended funds are open to new subscriptions at any time.


Open-ended funds are typically used for mutual funds and hedge funds, while closed-end funds are typically used for venture capital funds and private capital funds.


Requirements and Compliance

You should note that the following requirements apply to VCCs:


  • Permitted use: unlike a company which may be used to carry on a business, a VCC may only be used for the purpose of establishing one or more collective investment schemes in the form of a body corporate.
  • Registered office: must have a registered office in Singapore.
  • Directors: must have at least 1 Singapore-resident director and 1 director (who may be the same person as the Singapore-resident director) who is either a qualified representative or a director of the VCC’s fund manager.
  • Company Secretary: must be appointed within 6 months from the date of incorporation of VCC.
  • Auditor: must be appointed within 3 months of incorporation.
  • Fund manager: must appoint a qualifying fund manager. A VCC may be wound up if it does not have a licensed, registered or exempted fund manager for more than 3 months.
  • Annual general meetings: must be held within 6 months of the end of the financial year. May be dispensed with if the VCC’s directors give written notice to shareholders in accordance with the VCC Act. However, shareholders holding at least 10% of the total voting rights in the VCC may require the VCC to hold an AGM by giving notice to the VCC.
  • Filing of annual returns: must file annual returns with ACRA within 7 months after the end of the VCC’s financial year.
  • Accounting: must have audited financial statements for each financial period / year which gives a true and fair view of its financial performance.
  • Anti-Money Laundering and Countering the Financing of Terrorism (“AML / CFT”): must appoint an eligible financial institution regulated and supervised by MAS (e.g. the VCC’s fund manager) to conduct the necessary checks on investors in order for the VCC to comply with MAS’ AML / CFT requirements.