Variable Capital Company

Variable Capital Company (VCC)

Information required to incorporate a new VCC

Please provide the following:

Please complete the 2 forms (see below)

Constitution of the proposed VCC

Open-ended or Close-end VCC Constitution (see attached for samples. Please seek legal advice for amendment)

Declarations/ endorsements

Declaration titled “Declaration (Director)” by each proposed director of the VCC – to be completed and signed by each director separately

Declaration titled “Statement of Compliance with Fit and Proper Factors to Act as Director (Form VCR2)” by each proposed director of the VCC – to be completed and signed by each director individually.

Declaration titled “Declaration (Secretary)”by each proposed secretary of the VCC– to be completed and signed by us as company secretary.

Declaration titled “Declaration (Subscriber)” by each proposed subscriber to the Constitution of the VCC – to be completed and signed by each subscriber separately

Declaration titled “Declaration (Manager)” by the proposed manager of the VCC – to be completed and signed by Manager

Declaration titled “Declaration (VCC)” by a proposed director, secretary or manager of the VCC – – to be completed and signed by a director.

A manager which is a Permissible Fund Manager must be appointed to manage the proposed VCC:
Please provide the full name of this manager
Is this Permissible Fund Manager listed in MAS website? Please provide link

Who is the ultimate beneficial owner (human)?

Notarised copy of recent passport of Director/Subscriber / Ultimate Beneficial Owner

Notarised copy of Singapore NRIC of Director/Subscriber / Ultimate Beneficial Owner

Notarised copy of EntrePass/Employment Pass with letter of consent from MOM of Director/Subscriber / Ultimate Beneficial Owner

Notarised copy of recent proof of residential address (recent bank statement/ utility bill/ credit card bill) of Director/Subscriber/ Ultimate Beneficial Owner

Any director/ Manager / Subscriber / Ultimate Beneficial Owner a politically exposed person or related to PEP?

Any Nominee director?

Any due diligence done/ KYC done on the proposed director/ Subscriber/ UBO/ Manager etc.? If yes, please share

Notarised copy of incorporation docs, Certificate of incorporation with company number, certificate of good standing, business profile, constitution, register of members, register of directors, bank statement with name and address of Corporate subscriber.

Our fee – Please approve and remit S$10,515 (see below for breakdown).

Our Fees

	1^st year (SGD)	2^nd year (SGD)
Incorporation service fee	1,000	–
Corporate secretary	1,500	1,500
Government fees
a. Application for VCC Name	15	–
b. Application for Incorporation of VCC	8,000	–
Total	10,515	1,500

Other ACRA filing fees	To be announced	To be announced

Note

Our fees are subject to change with no further notice

VCC NAME APPLICATION

Information Required

Proposed Name of VCC

Please do not include ‘Variable Capital Company’ or ‘VCC’ in your proposed name as the ‘VCC’ suffix will be automatically appended to the end of the name when the application is processed. You may wish to conduct a name search at www.bizfile.gov.sg > Directory Search first to check if your proposed name is available. Proposed name may be subjected to review and referral which may take 14 days to 60 days to process.

Proposed name #1	WWW VCC
Proposed name #2	XXXX VCC
Proposed name #3	YYYY VCC
Proposed name #4	ZZZZ VCC

Business Activity Code

Business Activity Code (Pre-set) based on the Singapore Standard Industrial Classification (SSIC) Code: 64300 – Trusts, Funds and Similar Financial Entities (e.g. Collective Portfolio Investment Funds (Excluding those with rental income))

2a. User-Described Activity Description (optional)

You may wish to describe your primary activity based on the activity code above.

In-Principle Approval from Public Authorities (if applicable)

This section is only applicable if you have obtained an in-principle approval from a Public Authority*. *Public Authorities refer to the statutory or government authorities whose authority is or are required for a) the carrying on of any proposed business activity, or b) the use of certain word or words in the proposed name before the Registrar can approve VCC registration applications. For more information on statutory or government authorities, please refer to following website: http://www.acra.gov.sg/how-to-guides/before-you-start/referral-authorities.

3a. In-Principle Approval Obtained from Other Authorities?

	Yes
	No

Details of VCC Officers

At least one director must be ordinarily resident in Singapore.
At least one director (who may be the same person as in a. above) must be either a director or a qualified representative of the manager of the proposed VCC.

	OFFICER 1	OFFICER 2	Add more…
Position Held in Entity · Director or · Director & Managing Director or · Secretary	· Director or · Director & Managing Director or · Secretary	· Director or · Director & Managing Director or · Secretary
Full Name (as per NRIC/ Identification document)
Identification Type · NRIC (Singapore Citizen) or · NRIC (Singapore Permanent Resident) or · FIN or · Passport/Others	· NRIC (Singapore Citizen) or · NRIC (Singapore Permanent Resident) or · FIN or · Passport/Others	· NRIC (Singapore Citizen) or · NRIC (Singapore Permanent Resident) or · FIN or · Passport/Others
Identification Number
Nationality
Date of Birth
Local/Overseas Mobile No.
Email Address
Address Type · Local Address or · Foreign Address	· Local Address or · Foreign Address	· Local Address or · Foreign Address
Address (Please input your full address as per in your NRIC/ identification document i.e. Block/ House Number, Street Name, Level, Unit, Building/ Estate Name, Postal Code.)
Alternate Address (For Directors and Secretaries only, optional at $40 per alternate address, must be located in the same jurisdiction as the individual’s residential address, cannot be a P.O. Box and must be an address where the person can be contacted.) (optional)	(optional)	(optional)
Please indicate if individual is a Director/ Qualified Representative of the Manager of the VCC (only applies to individuals who are appointed as Directors) Yes or No?	Yes or No?	Yes or No?

VCC INCORPORATION FORM

Type of VCC

	Non-umbrella VCC
	Umbrella VCC

Registered Office Address

Please provide

Working Hours

At least 5 hours during ordinary business hours on each business day

At least 3 hours but less than 5 hours during ordinary business hours on each business day.

Constitution

Please provide Constitution in PDF limited to 3MB

Financial Year End (FYE):

DD/MM/YYYY

Financial Year Period

	12 Months or
	52-week accounting period

Reasons for applying for a financial year of longer than 18 months(optional)

This section is only applicable if your first financial year is longer than 18 months. Otherwise, please leave this field blank.

	VCC will commence trading much later after date of incorporation
	To coincide with the FYE of parent company / related entities
	To choose a FYE that is widely used
	To have more time to prepare for Annual General Meeting

Manager of VCC

Type of Manager

Manager which is a Registered Local Corporate Entity

Manager which is a Registered/Unregistered Foreign Corporate Entity

Subscriber Details

	Subscriber #1	Subscriber #2	Add more
Subscriber Type · Local Individual or · Local Corporate Entity or · Foreign Individual or · Foreign Corporate Entity	· Local Individual or · Local Corporate Entity or · Foreign Individual or · Foreign Corporate Entity	· Local Individual or · Local Corporate Entity or · Foreign Individual or · Foreign Corporate Entity
Identification Type · NRIC (Citizen) or · NRIC (Permanent Resident) or · FIN or · Passport/Others or · UF No	· NRIC (Citizen) or · NRIC (Permanent Resident) or · FIN or · Passport/Others or · UF No	· NRIC (Citizen) or · NRIC (Permanent Resident) or · FIN or · Passport/Others or · UF No
Identification Number/UF No.
Name of Subscriber
Email Address
Contact Number
Residential Address for Subscriber (if Individual)
Registered address for Subscriber (if Corporate)

FAQ

Minimum number of directors required of a VCC

A VCC must have:

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;
At least one director (who may be the same person as in 4(a) above) who is either a Qualified Representative (as defined under the Variable Capital Companies Act) or a director of the VCC’s fund manager.

Requirement for being a VCC director

He/she must be:

(a) At least 18 years old;

(b) Of legal capacity;

(c) 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

(d) Not disqualified from acting as a director of a VCC, e.g. an undischarged bankrupt

Requirements of the VCC’s fund manager

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-

(a) A licensed fund management company which holds a capital markets services license for fund management under the Securities and Futures Act;

(b) 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;

(c) 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 license 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).

Model constitution for VCC

The Singapore Academy of Law (SAL) has published a set of guidelines and two model constitutions, one for open-ended VCCs and another for closed-end VCCs. These are available on SAL’s website at http://singaporelawwatch.sg/About-Singapore-Law/VCC-Model-Constitutions for reference and/or customised for use as necessary.

See attached for sample of Open-ended VCC Constitution and Closed-end VCC Constitution.

Format for VCC UEN and the sub-fund number. Identify that the sub-funds come from the same VCC/”umbrella. Maximum number of sub-funds a VCC can have

VCC UEN format is TYYVCXXXXX, e.g. T20VC0001A.

For umbrella VCCs, the sub-fund number format is TYYVCXXXXX-SFXXX.

e.g. T20VC0001A-SF001 (where SF-001 is the first sub-fund)

e.g. T20VC0001A-SF002 (where SF-002 is the second sub-fund)

Note that non-umbrella VCCs do not have any sub-funds.

Maintain a list of beneficial owners or controllers

VCCs are required under their AML/CFT Notice to maintain a register of beneficial owners of VCC (which is akin to the concept of controllers). Please see paragraph 7.17 of MAS Notice VCC-N01.

Processing for Name Application

Name application may take up to 14 days to be processed. However, it may take between 14 days to 60 days if the application needs to be referred to another agency for approval or review.