A VCC does not become low-maintenance after incorporation. The directors, fund manager and company secretary need a compliance calendar covering annual meetings, returns, registers, officer changes, sub-fund updates and charges.
At a glance
- A VCC must hold an AGM within six months of its financial year end unless exempted.
- Annual returns must be filed within seven months of the financial year end.
- Umbrella VCCs must file annual returns for each sub-fund, showing accounts, assets and liabilities separately.
- Changes to VCC information and officers generally need prompt updates to ACRA.
AGMs and annual returns
ACRA states that VCCs must hold an annual general meeting within six months of their financial year end unless exempted. Annual returns must be filed within seven months of the financial year end.
For an umbrella VCC, each sub-fund must file its own annual returns and show its own accounts, assets and liabilities separately from other sub-funds. This is a practical extension of the segregation principle.
Information changes and registers
VCC information changes should be updated within the required deadlines. ACRA highlights changes such as officer particulars, registered office, sub-fund name, VCC type and constitutional alterations.
The VCC should also maintain the required registers, including registers of members, controllers, directors, company secretaries, managers and auditors. A delay in updating registers can become a filing issue and a governance issue.
Charges and financing
ACRA notes that charges allow lenders to claim VCC assets if loans are not repaid, and that new charges should be registered with ACRA within the prescribed 30 to 37 day window to avoid penalties.
For umbrella VCCs, financing documents should be particularly careful about sub-fund identification and recourse. A lender financing one sub-fund should not assume recourse to assets of another sub-fund.
A simple compliance calendar
- FYE plus six months: AGM deadline, unless an exemption applies.
- FYE plus seven months: annual return filing deadline.
- Within 14 days: many officer and VCC information changes.
- Within 30 to 37 days: registration of new charges, depending on the relevant rules.