Setting up a VCC is more than filing a company form. The applicant must decide the fund structure, appoint the required people, prepare the constitution, confirm the fund manager position and submit the VCC registration through the correct ACRA process.
At a glance
- ACRA frames the setup process in six stages, from understanding eligibility to post-registration tasks.
- Every VCC needs required officers, including a director, company secretary, permissible fund manager and auditor.
- A VCC constitution is required and is not publicly available, although authorities may request it where permitted.
- The ACRA registration fee is significant, so structure and eligibility should be settled before filing.
Step 1: confirm the VCC is the correct vehicle
The VCC is mainly for investment funds, not ordinary businesses. Before incorporation, the manager should confirm the intended fund is a collective investment scheme in corporate form and that the proposed strategy is suitable for a VCC.
This is also the stage to decide whether the vehicle will be standalone or umbrella, open-ended or closed-ended, and whether it may later add sub-funds.
Step 2: appoint the required people
ACRA requires attention to directors, company secretary, fund manager and auditor. At least one director must meet the director requirements. VCCs with authorised schemes need at least three directors in total, including an independent director.
A company secretary must be appointed within six months of incorporation, and an auditor must be appointed within three months. The fund manager must fall within the permissible fund manager categories.
Step 3: reserve the name and prepare registration information
The VCC name must be reserved before incorporation. ACRA’s registration guide lists the information to prepare, including the approved name, VCC type, financial year end, registered office, director and officer details, subscriber details, fund manager details and the VCC constitution.
Foreign applicants without Singpass generally need to engage a corporate service provider to register on their behalf.
Step 4: file and manage post-registration work
If registration is approved, the VCC receives a UEN and incorporation notice. After that, the VCC should handle Corppass, registers, appointments, sub-fund registrations, bank and custody arrangements, service provider onboarding and tax registrations where required.
The legal work should be aligned with offering documents, investment management agreements, administration agreements and AML/CFT procedures.