VCC Act 2018 — Section 50 director residency requirements — Costs and fees breakdown
Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.
The VCC Act 2018 (the Variable Capital Companies Act 2018) requires every VCC to have at least one director who is ordinarily resident in Singapore, and where the VCC is authorised or restricted as a scheme, at least one director must also be a director or qualified representative of its fund manager. These director-residency and overlap requirements ensure local accountability for a vehicle that may hold assets for global investors.
VCC Act 2018: the director residency requirement
The Variable Capital Companies Act 2018 provides that a VCC must have at least one director ordinarily resident in Singapore. In addition, at least one director must be a director or a qualified representative of the VCC’s fund manager, reinforcing the link between the vehicle and its regulated manager. This mirrors, and in places exceeds, the local-director requirement for ordinary companies under Section 145 of the Companies Act 1967. See the official guidance at sso.agc.gov.sg/Act/VCCA2018.
Who this affects
Anyone structuring a VCC board, including foreign fund managers who must identify a suitable Singapore-resident director, and family offices allocating governance roles. It also affects corporate service providers who supply resident directors.
Requirements and eligibility
An ordinarily resident director generally means a Singapore citizen, permanent resident, or a holder of an appropriate pass with a local address who is genuinely based here. The director must consent to act and meet fitness and propriety expectations. Directors owe statutory duties of care and to act in the VCC’s interests, and cannot be disqualified persons.
Costs, fees and timeline
Where a promoter lacks a suitable local director, engaging a professional resident director typically costs S$2,000 to S$6,000 per year, sometimes with a security deposit. This is separate from the ACRA VCC incorporation fee of S$8,000 and the S$15 name application. Identifying and onboarding a resident director, including due diligence, usually takes 1 to 3 weeks and should be completed before incorporation, which then takes 2 to 4 weeks.
Step-by-step process
Map the intended board and confirm at least one ordinarily resident director. Confirm at least one director is a director or qualified representative of the fund manager. Complete due diligence and obtain written consents. Reflect the appointments in the incorporation lodgement with ACRA. Maintain the requirement continuously; a resignation that breaches the minimum must be remedied promptly.
Common mistakes and gotchas
A frequent error is treating a nominee resident director as a mere formality; the person carries real statutory duties and liability. Another is failing the overlap requirement linking a director to the fund manager. Letting the resident-director seat lapse, even briefly, breaches the Act.
Related guides across the Raffles group
- Running an E-Commerce Business in Singapore (2026): Tax and Compliance Guide on Raffles Corporate Services.
- Section 13O vs 13U: Comparing Singapore’s Two Family Office Tax Incentive Schemes (2026) on Singapore Secretary Services.
- VCC Act 2018 — Section 32-33 distribution out of capital — Costs and fees breakdown.
Official references
FAQs
How many resident directors does a VCC need?
At least one director must be ordinarily resident in Singapore, and at least one director must be a director or qualified representative of the VCC’s fund manager.
Can a foreigner be a VCC director?
Yes, provided the VCC still has at least one ordinarily resident director and satisfies the fund-manager overlap requirement.
What does a professional resident director cost?
Engaging one typically costs S$2,000 to S$6,000 per year, separate from the S$8,000 ACRA VCC incorporation fee.
Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email hello@rafflescorporateservices.com. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.