Variable Capital Company (VCC) Factsheet

Updated: Nov 23, 2021


Singapore's alternative to the traditional offshore fund structure offers the familiar flexibility of existing vehicles in other popular jurisdictions; with the added advantage of Singapore's world class financial services infrastructure, being a full member of FATF recognising its AML/CFT credentials, and qualification into the nation's network of Double Taxation Agreements.


Conduit Asset Management is a MAS Regulated Fund Management Company and is uniquely placed to assist our clients in creating and distributing a VCC structure, customised to their individual requirements while working with multiple service providers optimised for speed of execution.

Fund Management Company

Required to be Singapore based, licensed and regulated by Monetary Authority of Singapore (MAS).



Custodian

Approved Custodians must be appointed for Authorised (ie Retail), Restricted (ie Accredited Investor) Funds or Exempt (ie PE or VC) Funds.

Investment Advisor

Not required to be Singapore based.


Fund Administrator

Required to be Singapore based.


Corporate Secretary

Required to be Singapore based.


Registered Office

Required to be Singapore based.

Auditor & Tax advisor

Singapore based, acceptable accounting reporting standards: (i) SFRS (ii) IRFS, (iii) US GAAP (iv) RAP 7


Tax Exemption

VCC Funds may apply to the MAS for two Eligible Tax Exemption Schemes:

13R (SRF) Singapore Resident Fund (>$50m per fund)

13X (ETF) Enhanced Tier Fund (>S$50m across sub-funds)


Designated Investments

A wide range of investments, including stocks, shares, bonds, securities and derivatives. A key exclusion is immovable property in Singapore.

Board of Directors

The majority of Directors must be Singapore Residents to qualify for Tax Exemptions. One of the directors must be a Singapore resident and a director, or a qualified representative, of VCC’s fund manager. Sub-Funds do not have a Board.


Substance

Annual S$200,000 minimum expenditure per VCC Umbrella requirement on service providers, that are Singapore based, to qualify for 13X tax exemption.

Investment Strategy

The VCC fund investment strategy is lodged and approved with tax authorities, and should be broad. A sub-fund’s strategy can be more specific. A breach of strategy guidelines within a sub-fund may impact the tax exemption status of other sub-funds.







Segregation of Assets

Each sub-fund's assets and liabilities are ring-fenced under Singapore Law to prevent commingling and cross contamination.


Subscriptions

Issue and redemption of shares can be made without shareholder approval. Subscriptions in kind into sub-fund allowable.


Dividends

Dividend distributions can also be made through the fund/sub-funds capital and not only profits.


Cross-investment

Sub-funds are able to invest directly into other sub-funds under the same VCC umbrella.


Privacy

Register of members of VCC need not be publicly disclosed but must be made open for inspection by the following, or court order:

  1. Manager of the VCC,

  2. Custodian of the VCC,

  3. Public authorities such as ACRA or MAS

Re-Domicile

Existing offshore fund structures may be redomiciled to Singapore under a VCC from other jurisdiction e.g. Cayman Island SPC. While possible, there may be Tax implications for Re-Domicile of funds.