Singapore VCC insights
VCC Directors, Fund Managers, Secretaries and Auditors
A VCC needs several people with different jobs. The director oversees the company; the fund manager manages investments; the secretary handles corporate administration; and the auditor independently examines the financial statements. One appointment does not substitute for another.
Directors: who makes and challenges decisions?
ACRA requires at least one director, including a director ordinarily resident in Singapore. At least one director must also be a director or qualified representative of the fund manager. A VCC comprising an authorised scheme has additional board requirements.
Confirm that the proposed board meets the rules for the actual fund. A resident director’s presence should not be treated as a complete governance arrangement. Directors need access to accounts, investment reports, conflicts and significant service-provider issues.
Fund manager: who is actually managing the assets?
The VCC must have a permissible fund manager. An overseas licence, a family relationship or the title “investment adviser” is not enough to establish eligibility.
The investment management agreement should explain the manager’s powers, delegation arrangements, fees, reporting and termination. If a sponsor expects to retain investment discretion, resolve the regulatory position before signing a nominal management arrangement.
Secretary: who keeps the corporate record straight?
The secretary must be appointed within six months of incorporation. A sole director cannot also be the secretary. Agree who maintains registers, prepares resolutions, tracks deadlines and submits changes; these tasks are sometimes split across providers.
Auditor: involve them before year end
Appointment is required within three months. VCCs do not receive the ordinary small-company audit exemption. Early discussion of valuation methods and evidence is particularly useful for private assets.
Use ACRA’s director and officer requirements to check appointments. Then prepare a responsibility list with a named person for each recurring task. “The service provider handles it” is too vague when a filing or approval is missed.
