Incorporating a Variable Capital Company in Singapore

Introduction

Singapore’s reputation as a global financial hub continues to grow, attracting investors and fund managers from around the world. One significant development in Singapore’s financial landscape is the introduction of the Variable Capital Company (VCC) structure. The VCC is a unique and versatile corporate structure that provides fund managers with increased flexibility and efficiency in managing investment funds. In this article, we will explore the key aspects of incorporating a Variable Capital Company in Singapore.

What is a Variable Capital Company (VCC)?

A Variable Capital Company (VCC) is a corporate structure designed specifically for investment funds in Singapore. It was introduced by the Monetary Authority of Singapore (MAS) in January 2020 and is governed by the Variable Capital Companies Act (VCC Act). The VCC offers several advantages over traditional fund structures, making it an attractive option for fund managers and investors.

Key Benefits of a VCC

Flexibility: VCCs can issue and redeem shares without the need for shareholder approval. This flexibility allows fund managers to adapt to changing market conditions and investor preferences quickly.

Separate Legal Entity: Like traditional companies, VCCs have their legal personality, which means they can enter into contracts, hold assets, and sue or be sued in their own name. This separation shields investors from the company’s liabilities

Tax Benefits: VCCs enjoy tax exemptions on income derived from specific types of funds. This tax efficiency is a significant advantage for both fund managers and investors.

Attractive to Global Investors: The VCC structure is recognized globally, making it easier to attract international investors and access global markets.

Multiple Sub-Funds: A VCC can have multiple sub-funds, each with its investment objectives and portfolio of assets. This segregation of assets and liabilities between sub-funds offers enhanced risk management.

Incorporating a VCC in Singapore

Eligibility: To incorporate a VCC, you must meet specific eligibility criteria, including having a licensed fund manager and a registered office in Singapore. You can operate as a standalone VCC or as an umbrella VCC with multiple sub-funds.

Name Reservation: Choose a unique name for your VCC and check its availability. The name should not be similar to existing companies or infringe on trademarks.

Minimum Capital Requirements: VCCs must meet minimum capital requirements, which vary depending on the type of fund and its assets under management.

Fund Constitution: Draft a fund constitution that outlines the VCC’s objectives, investment policies, and other relevant details. This document must be approved by the MAS.

Filing with the MAS: Submit an application to the MAS, including the fund constitution, details of the directors, and other required documents.

Regulatory Compliance: Once approved, the VCC must comply with ongoing regulatory requirements, including financial reporting and anti-money laundering regulations.

Fund Management: Appoint a fund manager licensed by the MAS to manage the VCC’s assets. The fund manager plays a crucial role in the day-to-day operations and decision-making of the VCC.

Tax Planning: Consult with tax advisors to optimize the tax structure for your VCC and its investors. Singapore’s tax treaties and exemptions can be advantageous in this regard.

Conclusion

Incorporating a Variable Capital Company in Singapore offers fund managers and investors a highly flexible and tax-efficient structure to manage investment funds. The VCC’s versatility, separate legal entity status, and regulatory support make it an attractive option for those looking to establish and operate investment funds in Singapore. With its growing popularity and global recognition, the VCC cements Singapore’s position as a leading financial hub in the Asia-Pacific region. Before proceeding with VCC incorporation, it is advisable to seek legal and financial advice to ensure compliance with all regulatory requirements and to maximize the benefits of this innovative corporate structure.

For more information pertaining to setting up the VCC, please refer to www.acra.gov.sg/how-to-guides/setting-up-a-vcc.

More details pertaining to the VCC framework can be found at www.mas.gov.sg.

Please contact us if you need more information pertaining to the VCC regulations and framework, VCC tax advisory and compliances.

Email: info@epics.sg

Phone: +65 84892620