VCC striking off and winding up — Costs and fees breakdown
VCC striking off and winding up are the two routes to end a Variable Capital Company or one of its sub-funds — striking off for a dormant, solvent structure, and winding up for one with assets, liabilities or disputes to resolve. This guide sets out the procedures, timelines, costs and the statutory framework.
Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.
This guide is written for the practitioners and business owners who deal with this in Singapore, with current 2026 figures, timelines and the statutory references that matter.
Striking off versus winding up
A Variable Capital Company is governed by the Variable Capital Companies Act 2018, which applies, with modifications, much of the winding-up machinery of the Companies Act 1967 and the Insolvency, Restructuring and Dissolution Act 2018. Striking off is an administrative removal from the register available to a solvent VCC that has ceased operations and has no assets or liabilities. Winding up is a formal process — voluntary or by the court — used where there are assets to distribute or liabilities to settle.
Striking off a VCC or sub-fund
To be struck off, a VCC must have ceased business, have no outstanding assets or liabilities, and be up to date with its regulatory filings. The directors apply to ACRA, which publishes the intended strike-off and allows an objection period. A single sub-fund can be wound down while the umbrella VCC and other sub-funds continue, given the segregation under Section 29 of the Variable Capital Companies Act 2018.
Costs and timeline benchmarks for VCC striking off and winding up
Numerical detail. Striking off a solvent, dormant VCC typically costs S$1,500 to S$3,500 in professional fees and takes about four to six months, driven by the statutory objection and gazette periods. A members’ voluntary winding up, where a liquidator is appointed, commonly costs S$8,000 to S$20,000 or more and takes nine to eighteen months depending on asset realisation. Final tax clearance from IRAS and settlement of any GST registration must be completed before dissolution.
Members' voluntary winding up
Where a VCC is solvent but has assets to distribute, a members’ voluntary winding up is used. The directors make a declaration of solvency, members appoint a liquidator, assets are realised and distributed, and the liquidator files the final documents leading to dissolution. The process follows the winding-up provisions applied to VCCs by the Variable Capital Companies Act 2018.
Common mistakes
Frequent errors include attempting to strike off a VCC that still holds bank balances or investments, failing to obtain tax clearance first, and overlooking sub-fund creditors. Directors also underestimate the objection and gazette timelines, and forget that regulatory filings and the fund manager relationship must be properly closed out.
Related guides
- Complete Guide to Setting Up a Family Office in Singapore 2026: Section 13O vs 13U, MAS Requirements and Costs
- Singapore Holding Company Structure: Tax Benefits, Uses and Setup Guide (2026)
- VCC striking off and winding up — Step-by-step walkthrough
Official references
FAQs — Vcc striking off and winding up
Can a single sub-fund be wound down on its own?
Yes. Because of the asset and liability segregation in Section 29 of the Variable Capital Companies Act 2018, one sub-fund can be wound down while the umbrella VCC and other sub-funds continue.
How long does striking off a VCC take?
Typically four to six months for a solvent, dormant VCC, driven by the statutory objection and gazette periods.
When is winding up required instead of striking off?
Winding up is needed where the VCC has assets to distribute, liabilities to settle, or disputes to resolve; striking off is only for a solvent structure with no assets or liabilities.
Is tax clearance needed before dissolution?
Yes. Final IRAS tax clearance and closure of any GST registration must be completed before the VCC or sub-fund is dissolved.
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.