A VCC is a fund vehicle, but it is still a body corporate with governance obligations. The required roles should be planned before registration because deficiencies can delay launch and create compliance risk after incorporation.
At a glance
- Every VCC must appoint at least one qualifying director, unless a higher requirement applies.
- A VCC with authorised schemes needs at least three directors, one of whom must be independent.
- Every VCC must appoint a permissible fund manager.
- A company secretary and auditor are required within the statutory timeframes.
Directors
Directors manage the VCC’s affairs and must act in the VCC’s best interests. ACRA states that every VCC must have at least one director who meets the director requirements. A VCC with authorised schemes needs at least three directors in total, including one independent director.
The director requirements include personal suitability, local residency and role or qualification requirements. The same person may satisfy more than one requirement if the rules permit it, but this should be checked carefully before filing.
Fund manager
Every VCC must appoint one permissible fund manager. ACRA identifies the main categories as a licensed fund management company, a registered fund management company or an exempted financial institution under the Securities and Futures Act framework.
The fund manager position is not a formality. It affects regulatory eligibility, AML/CFT controls, investment management, investor onboarding and ongoing supervision of the fund.
Company secretary and auditor
The company secretary handles administrative and compliance matters. ACRA states that every VCC must appoint one company secretary within six months of incorporation. The secretary must be ordinarily resident, a real person, not the same person as the sole director and must meet the secretary requirements.
Every VCC must also appoint at least one auditor within three months of incorporation. ACRA states that the audit exemptions for ordinary companies under sections 205B and 205C of the Companies Act do not apply to VCCs.
Governance checklist before launch
- Confirm director eligibility and independence requirements for the intended fund type.
- Confirm the fund manager category and documentary evidence of consent and qualification.
- Calendar the secretary and auditor appointment deadlines.
- Align board approvals with the constitution, offering documents and service provider agreements.