Variable Capital Company (VCC) Incorporation Services 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 provides a flexible legal framework for forming and operating funds, whether they are traditional or alternative asset classes. The VCC allows for the segregation of assets and liabilities across multiple sub-funds, providing enhanced investor protection and risk management.

Key Features of a VCC in Singapore

• Legal Entity: The VCC is a distinct legal entity, offering limited liability protection to investors.
• Flexibility: VCCs can operate as open-end or closed-end funds, with the ability to create multiple sub-funds under a single entity.
• Tax Efficiency: VCCs can benefit from tax exemptions on income such as dividends and capital gains under Singapore's favourable tax regime.
• Distributions and Returns: VCCs can redeem shares at net asset value (NAV) and pay dividends from capital, offering greater flexibility than traditional corporate vehicles.
• Privacy: VCCs maintain a private register of members, which is not publicly accessible, providing a level of privacy akin to offshore tax havens.
• Enhanced Regulatory Oversight: The VCC structure is regulated by the Accounting and Corporate Regulatory Authority (ACRA), ensuring compliance with local laws and investor protection measures.
• Global Recognition: Singapore's VCC structure is recognised by international investors and regulatory bodies, making it an ideal choice for cross-border investments and fund distribution.

How to Set Up a VCC in Singapore

Incorporating a VCC in Singapore involves a straightforward process similar to incorporating a private limited company. Here's a step-by-step guide:

Step 1: Register Your VCC Name Begin by registering the name of your VCC via the VCC Portal. The name is reserved for 120 days, within which the VCC must be incorporated.

Step 2: Choose Your VCC Type Decide whether to establish a non-umbrella VCC or an umbrella VCC, which allows for multiple sub-funds with segregated assets and liabilities.

Step 3: Appoint VCC Officers Appoint the required officers for your VCC, including at least one director (who must be a qualified representative or a director of the fund manager) and a company secretary within six months. If the VCC has authorised schemes, three directors, including one independent director, are required.

Step 4: Provide Registered Office Address & Constitution Provide a registered office address that is operational during regular hours and submit your Constitution during incorporation.

Step 5: Incorporate Your VCC Incorporate your VCC through either a registered filing agent or by appointing a subscriber to the VCC's constitution via the VCC Portal.

Step 6: Register Sub-fund(s) (For Umbrella VCCs) For umbrella VCCs, register sub-funds through the VCC Portal. Each sub-fund will have its own name, establishment date, and asset allocation.

Foreigners Incorporating a VCC in Singapore Foreign individuals and entities can incorporate a VCC in Singapore by engaging a registered filing agent. They must also appoint a director who meets the necessary criteria. This allows seamless participation in Singapore's lucrative investment fund market.

Required Documents for Incorporating a VCC

• Name Application: Proposed VCC name, VCC type, and details of officers.
• Incorporation Application: Transaction number, details of officers and directors, registered office address, and the VCC Constitution.
• Permissible Fund Manager: Details of the fund manager, who must be licensed under the Securities and Futures Act (SFA).

How Long Does it Take to Incorporate a VCC?

The typical processing time for VCC incorporation is approximately 15 to 30 days, depending on referral to other regulatory agencies.

Costs of Incorporating a VCC in Singapore

Incorporating a VCC involves several fees, including application fees for the name registration, VCC incorporation, and sub-fund registration (if applicable). The cost can vary depending on the complexity of the structure.

Expert VCC Incorporation Services by Apexia Corporate Advisory

Apexia Corporate Advisory Incorporation Services specialises in helping businesses incorporate and manage their Variable Capital Company (VCC) in Singapore. Our team of experts provides comprehensive support throughout the incorporation process, ensuring that your VCC is fully compliant with Singapore's regulatory framework.

Our premium services include:

• VCC Incorporation: Expert assistance in registering your VCC, from choosing the structure to filing all required documents.
• Regulatory Compliance: Ensure that your VCC adheres to Singapore's laws and investor protection standards.
• Tax Advisory: Optimise your VCC's tax efficiency using Singapore's tax incentives and exemptions.
• Fund Management Support: Guidance on selecting the right fund manager and setting up sub-funds.
• Corporate Secretarial Services: Ongoing support for governance, compliance, and regulatory filings.

Get Started with Apexia Corporate Advisory Today

Start your VCC journey with Apexia Corporate Advisory's premium incorporation services. We provide end-to-end solutions for setting up and managing your Variable Capital Company in Singapore, ensuring that your fund is structured for success and regulatory compliance. Contact us today to discuss how we can help you incorporate your VCC in Singapore.