Singapore VCC insights
VCC Act 2018 Definitions That Drive Fund Dealing: Share, Unit, Net Asset Value and Register of Members
Short answer: Under the VCC Act 2018, a VCC share is a unit in a collective investment scheme, and net asset value is total assets less total liabilities under the Accounting Standards. These definitions in section 2 drive how a VCC issues, values and records its shares, so directors should read them before approving any dealing process.
Key facts at a glance
- Section 2 defines a share in a VCC as a unit in a collective investment scheme that is part of the VCC, and it includes a share taken by a subscriber to the constitution.
- Section 2 defines net asset value as the total assets less the total liabilities of the VCC, determined in accordance with the Accounting Standards.
- The Accounting Standards are those referred to in section 100(8), or the standards or practices prescribed under that section.
- The register of members is the register kept by the VCC under section 81.
- Fund administration service is defined to include valuation, accounting, settlement of expenses and acting as a transfer agent.
- For a sub-fund, a contributory includes the holder of fully paid shares issued in respect of that sub-fund.
- The constitution is registered with the Registrar under section 16(4) and can be amended over time.
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.
Most operational questions in a fund come back to a few defined terms. The VCC Act 2018 sets them out in section 2, and they explain why a VCC behaves differently from an ordinary private company. This guide walks through the four definitions that matter most for dealing: share, unit, net asset value and register of members. It stays with the text of the Act and does not rely on section numbers outside the ones named here. Read the Act itself on Singapore Statutes Online for the full wording. For redemption practice, see our guides on redemption gates and investor concentration before a redemption.
What is a “share” under the VCC Act 2018?
A share in a VCC means a unit in a collective investment scheme that is part of the VCC. The definition also includes a share taken by a subscriber to the constitution, whether or not it is such a unit.
This ties the legal instrument to the investment product. A company law share and a fund unit are usually different things. In a VCC they are the same thing for the shares that investors hold, which is why VCC constitutions and offering documents deal with subscription, valuation and redemption in the same breath.
How is net asset value defined in the VCC Act 2018?
Net asset value, in relation to a VCC, means its total assets less its total liabilities, as determined in accordance with the Accounting Standards. The definition has two parts that directors should keep apart: the arithmetic, which is assets minus liabilities, and the measurement basis, which comes from the Accounting Standards.
The Accounting Standards are defined by reference to section 100(8). They are either the standards mentioned in section 100(8)(a) or the standards or practices prescribed under section 100(8)(b), and they can be substituted in relation to a particular VCC under section 100(9). If your constitution or offering document uses a different valuation basis for dealing, document why, and check how that interacts with the statutory definition.
Who keeps the register of members, and why does it matter?
The register of members is the register kept by the VCC under section 81. It records who holds the shares, and in a VCC that means who holds the units. The register is the starting point for every dealing event, so it should be reconciled to the transfer agent’s records and to the NAV statements each dealing day.
Practical controls that follow from this include:
- Appoint the party that maintains the register and record that appointment in the administration agreement.
- Reconcile the register to subscriptions and redemptions after each dealing date.
- Keep the investor identification file linked to the register entry, because onboarding evidence supports the entry.
- Control access, so that only authorised staff of the administrator can amend the register.
What does the Act say about fund administration?
The Act defines fund administration service to include valuation, accounting, settlement of expenses and acting as a transfer agent. That list lines up with the dealing cycle. The administrator values the portfolio, calculates NAV, settles expenses, and processes subscriptions and redemptions as transfer agent.
The VCC’s custodian is defined differently for a non-umbrella VCC and for a sub-fund. For a non-umbrella VCC it is an entity to which the assets of the VCC are entrusted for safekeeping. For a sub-fund it is an entity to which the assets of that sub-fund are entrusted. Directors who are choosing providers should read both definitions, and our note on Singapore bank account opening covers the banking side for the company.
How do these definitions fit together in one dealing cycle?
| Step | Defined term at work | What the director should check |
|---|---|---|
| Investor subscribes | Share (a unit in a collective investment scheme) | The class and sub-fund are identified and the constitution permits the issue |
| Price is struck | Net asset value (assets less liabilities under the Accounting Standards) | Valuation policy matches the Accounting Standards and the offering document |
| Dealing is processed | Fund administration service (valuation, accounting, transfer agent) | Administrator is appointed and reconciles each dealing day |
| Holder is recorded | Register of members (kept under section 81) | Register is accurate and reconciled to the transfer agent |
| Wind-up or sub-fund closure | Contributory (holder of fully paid shares in the VCC or sub-fund) | Holders can be identified by sub-fund from the register |
What mistakes should directors avoid?
- Using a valuation basis in the offering document that differs from the Accounting Standards without recording the reason.
- Treating the register as an administrator task that needs no board oversight.
- Issuing shares that do not clearly map to a sub-fund in an umbrella VCC.
- Assuming the redemption mechanics are in the constitution alone. The Act also contains its own provisions on repurchase and redemption, so check the statute and the constitution together.
Finally, remember the cost side. Audit, administration and filing are recurring costs, and our note on accounting and filing costs in Singapore helps with budgeting. For a first read on the structure, see what a variable capital company is, and for the regulator’s view, the MAS explainer on the VCC and ACRA.
Frequently asked questions
Is a VCC share the same as a company share?
In a VCC, a share is defined as a unit in a collective investment scheme that is part of the VCC. It also covers a share taken by a subscriber to the constitution.
Which accounting rules decide net asset value?
The Accounting Standards defined by reference to section 100(8), which can be substituted for a particular VCC under section 100(9).
Who must keep the register of members?
The VCC keeps it under section 81. In practice the administrator or transfer agent maintains it under an agreement, but the VCC remains responsible.
Does an umbrella VCC have one register?
The Act refers to the register of members kept by the VCC, and shares are issued in respect of sub-funds. Confirm with your administrator how holdings are shown by sub-fund.
Where should I check redemption rules?
In the constitution, the offering document and the Act itself. All three apply together, so read them as a set.
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: 9 October 2026. The Editorial Team.