Singapore VCC insights

VCC Act 2018 Section 46: Who Can Manage a VCC After 6 May 2026?

By VCC Editorial Team · Published 10 October 2026

Short answer: Section 46 of the VCC Act 2018 requires a VCC to have a manager at all times. The manager must hold a capital markets services licence for fund management, be a person within section 99(1)(a) to (d) of the Securities and Futures Act 2001, or fall within a prescribed class. A VCC cannot manage itself.

This article is general information only and is not legal advice. For matters needing legal advice, we work with a panel of experienced Singapore law firms.

What does section 46 of the VCC Act 2018 require?

Section 46(1) is short and strict. A VCC must at all times have a manager that complies with section 46(2), to manage its property or to operate the collective investment scheme or schemes that make up the VCC. The words “at all times” mean there is no grace period built into the section. If the manager leaves, loses its licence or is replaced, the VCC needs a compliant successor ready.

The manager is a distinct role from the board. The directors run the VCC as a company. The manager runs the portfolio and the fund operations. Our introduction, does a VCC need a fund manager?, explains the split in plain terms.

For an overview of the whole section in context, see our complete 2026 guide to section 46. This article concentrates on the 2026 change and on what a board should check when the manager changes.

Who can be a VCC manager under section 46(2)?

Section 46(2) lists the categories of eligible manager. As the text stands on Singapore Statutes Online as at 10 October 2026, a manager must be one of the following.

Paragraph	Who qualifies	Note
46(2)(a)	A holder of a capital markets services licence for fund management under the Securities and Futures Act 2001	A holder of a suspended licence is excluded under section 46(4)
46(2)(b)	Deleted by Act 24 of 2025 with effect from 6 May 2026	Check the amending Act for any transitional position
46(2)(c)	A person mentioned in section 99(1)(a), (b), (c) or (d) of the Securities and Futures Act 2001	These are persons the Securities and Futures Act treats as exempt from the licensing requirement for fund management
46(2)(d)	Such person, or a person within such class of persons, as may be prescribed	Look to the regulations made under the VCC Act

The table is a summary of the statutory wording. It is not an assessment of whether a given entity qualifies. Whether a named manager falls within paragraph (a) or (c) is a question of its licence or its status under the Securities and Futures Act 2001, and should be verified against the Monetary Authority of Singapore’s public register and the manager’s own documents.

What changed on 6 May 2026?

The current text of section 46(2)(b) reads “[Deleted by Act 24 of 2025 wef 06/05/2026]”. That tells us the paragraph no longer operates from that date. The Act that made the deletion is the place to look for the reason, and for any saving or transitional provisions that apply to a VCC that relied on the deleted paragraph.

A board should not assume its manager is unaffected. The practical steps are:

1. Identify the paragraph of section 46(2) under which the current manager was appointed.
2. Read the amending Act and any transitional provisions for that paragraph.
3. If the manager relied on the deleted paragraph, take advice on its present status and on a plan to bring the VCC into compliance.
4. Record the conclusion in a board minute so that the compliance position is documented.

We have deliberately not summarised the content of the deleted paragraph here, because the safest authority is the amending Act itself. Where the position is unclear, consult counsel or the regulator.

Can a VCC manage itself or use a related party?

Section 46(3) says a VCC cannot be its own manager. This closes off any attempt to treat the board as the manager for the VCC. The manager must be a separate person that meets section 46(2).

A related party can be a manager if it meets one of the section 46(2) limbs. A family office or sponsor group that wants to use its own entity should check that the entity holds the right licence or falls within the exempt categories. Our piece on permissible fund managers for a single-family office VCC covers the issues that arise.

What happens if the manager’s licence is suspended?

Section 46(4) clarifies that the reference in section 46(2)(a) to a holder of a capital markets services licence for fund management does not include a holder of a suspended licence. A manager whose licence is suspended therefore cannot rely on paragraph (a) while the suspension lasts.

Because section 46(1) requires a compliant manager at all times, a suspension is an urgent governance event. The board should be able to answer three questions quickly: who is the fallback manager, what documents transfer the mandate, and who informs the investors and service providers. Our note on preparing a manager replacement data pack is a practical template for that contingency.

How should a board test a manager before appointing it?

Before appointment, the board should gather evidence rather than rely on a marketing description. A suitable file includes:

• The manager’s licence or exemption basis, and the date it was last checked on the regulator’s register.
• Confirmation that the licence is not suspended, for section 46(4).
• The investment management agreement, with clauses on termination, replacement and the handover of records.
• Evidence of the manager’s competence for the strategy, in line with the board’s own due diligence standards.
• A statement of which sub-funds the manager will act for, where the VCC is an umbrella.

Our checklist on verifying a VCC fund manager before appointment sets this out step by step.

What does a manager change look like in practice?

There is no single statutory timetable in section 46 itself. The Act’s requirement is the standing one in section 46(1): a compliant manager at all times. A prudent transition therefore overlaps the outgoing and incoming managers, so there is never a gap.

1. Confirm the incoming manager’s eligibility under section 46(2) and its capacity for the strategy.
2. Agree the transition date, and sign the new management agreement to take effect on the day the old one ends.
3. Instruct the custodian, administrator and brokers on the change of authorised signatories and instruction rights.
4. Transfer books, valuations, investor records and compliance files.
5. Update the VCC’s registers and make any filings and notifications that apply to the VCC’s circumstances, after checking current requirements.
6. Minute the board’s approval and the evidence it relied on.

What common mistakes lead to a section 46 problem?

Three patterns recur. First, appointing a manager on the strength of a licence that is held by a different group entity. The licence belongs to the legal person, so the contracting entity must itself fall within section 46(2). Second, failing to diarise licence renewals and conditions, so that a lapse is discovered late. Third, drafting a management agreement that allows the manager to resign on short notice, with no replacement plan, which risks a breach of the “at all times” requirement.

Where a manager is foreign-based, the structuring is more involved. Our guidance for foreign fund managers is a useful companion.

Where can you check the law and regulator information?

Read section 46 on Singapore Statutes Online, together with the amending Act that deleted paragraph (b). The Monetary Authority of Singapore’s VCC explainer describes the regime, and ACRA is the registry for the VCC itself. For Singapore corporate secretarial support, see Raffles Corporate Services and Singapore Secretary Services on nominee directors.

Frequently asked questions

Can a VCC have more than one manager?

Section 46(1) refers to “a manager” that must be in place at all times. If you plan a split mandate across sub-funds, take advice on how the structure maps to the section before documenting it.

Is a bank allowed to manage a VCC?

That depends on whether it is within section 99(1)(a) to (d) of the Securities and Futures Act 2001 or holds the relevant licence. Verify the specific entity against section 46(2).

Can the VCC’s directors act as the manager?

No. Section 46(3) provides that a VCC cannot be its own manager, and the manager must meet section 46(2).

What if the manager’s licence is suspended?

Under section 46(4), the holder of a suspended licence is not within section 46(2)(a). The board should activate its replacement plan immediately, because section 46(1) requires a compliant manager at all times.

Was section 46 amended in 2026?

Yes. Section 46(2)(b) was deleted by Act 24 of 2025 with effect from 6 May 2026. Check the amending Act for the exact effect on your structure.

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.

Last reviewed: 10 October 2026. The Editorial Team.