Singapore VCC (Variable Capital Company) Registration Service

Name Registration

The first step is to choose a suitable name for your VCC. Once you have a suitable name, conduct a search on Bizfile+ Search Directory to find out whether the name is available. Avoid selecting names which are:

• Identical to an existing business;
• Undesirable i.e. names which are vulgar, obscene or offensive; or
• Prohibited by order of the Minister for Finance.

Directors

A director is the person in charge of managing the affairs of the VCC. He/she must take decisions objectively in the best interests of the VCC. 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.

Here are the basic requirements for a VCC director. He/she must be:

• At least 18 years old;
• Of full legal capacity;
• A Singapore Citizen, Singapore Permanent Resident or EntrePass holder;
  • Not disqualified from acting as a Director (Eg. Undischarged Bankrupts)

Company Secretary

A VCC must appoint a secretary within 6 months from its date of incorporation. A company secretary must be:

• A natural person; and
• Ordinarily resident in Singapore.

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.

Auditor

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.

Permissible 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 license 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)

You will need to provide the Permissible Fund Manager’s Unique Entity Number (UEN), full name, address of the fund manager’s principal place of business and country of incorporation when submitting the application to incorporate a VCC. In addition, you will also need to provide a declaration by the Permissible Fund Manager in the prescribed form that it has consented to act as the fund manager of the VCC and fulfils one of the above criteria for a Permissible Fund Manager, as stipulated in section 46(2) of the VCC Act.

Registered Office Address

You must provide a registered office address when you incorporate a VCC. A registered office address refers to the place where all communications and notices to the VCC are addressed to, and the place where the VCC’s register and records are kept.

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 (e.g. the registered office address may be in Raffles Place but the trading room could be located in Tuas).

Constitution

The Constitution is a legal document that:

• Describes the key characteristics of the VCC;
• Contains the rules and regulations for its governance;
• Describes how its operations will be carried out; and
• States the rights and responsibilities of the directors, shareholders and company secretary.

The applicant must attach a copy of the Constitution during incorporation / registration. The constitution document lodged with the Registrar will not be available to members of public but must be disclosed to public authorities upon request for supervisory and law enforcement purposes.

A model constitution is provided by the ACRA.