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A variable capital company (VCC) is a Singapore structure for investment funds. ACRA's fees are S$8,015 to register (S$15 for the name and S$8,000 for incorporation), S$400 for each sub-fund and S$1,600 for the annual return. Every VCC needs a director, a company secretary, an auditor and a permissible fund manager. Checked against ACRA pages.
This site is an independent guide, not ACRA or MAS, and it does not give legal advice. A provider that picks up a request from our form may pay us a referral fee.
What is a VCC and who is it for?
ACRA says a VCC is mainly for investment funds, not businesses. One VCC can hold a single fund or be an umbrella with sub-funds that run independently. It needs at least one shareholder and has no upper limit. It can issue and redeem shares and pay dividends out of capital. Its member list is not shown to the public, which is a difference from an ordinary company.
If you want to run a shop, a consultancy or a trading business, a VCC is the wrong tool. See private limited company instead. For a family investing vehicle, read family office.
What are ACRA's VCC fees?
| Item | ACRA fee |
|---|---|
| Name application | S$15 |
| VCC registration | S$8,000 |
| Total to register | S$8,015 |
| Each sub-fund | S$400 |
| Annual return | S$1,600 |
| Extension for annual return | S$200 |
| Extension for AGM | S$200 |
| Transfer of registration into Singapore | S$9,000 plus S$400 per sub-fund |
| Charge registration | S$60 |
Changing the name costs S$15. Other VCC information changes are free according to ACRA's fee page. These are ACRA's fees only. A fund manager, auditor, bank and provider each charge separately, and this guide has no verified figures for them.
Which officers does a VCC need?
- Director. At least one, ordinarily resident in Singapore. A citizen, permanent resident, EntrePass holder or Employment Pass holder (with a Letter of Consent) fits. At least one must be a Qualified Representative or a director of the fund manager.
- Company secretary. One real person, appointed within 6 months. They cannot be the sole director.
- Auditor. At least one, appointed within 3 months of incorporation.
- Permissible fund manager. Exactly one.
A VCC with authorised schemes needs three directors, one of them independent. A managing director is optional, and if you appoint one, that person must also be a director.
Who counts as a permissible fund manager?
ACRA lists three types:
- a licensed fund management company
- a registered fund management company
- an exempted financial institution
The VCC does not need its own fund management licence, because the manager holds the permission. Choosing the manager is the first decision, since many other steps depend on it.
Is an audit compulsory?
Yes. ACRA states that a VCC cannot claim the audit exemption that small private companies can use. See audit exemption for the ordinary company rules. Appoint the auditor within 3 months of incorporation.
How do tax and AML work?
ACRA says a VCC pays tax at normal corporate rates, and each sub-fund in an umbrella is taxed separately. The corporate tax page covers the rate, which is a flat 17%. Fund tax schemes are separate, for example the MAS family office schemes. On money laundering, MAS requires the VCC to engage an eligible financial institution for anti-money laundering and counter-terrorism financing requirements.
How long does registration take?
Where a referral authority must approve the application, ACRA gives 14 to 60 days. Prepare the fund manager, director and auditor details first so the filing is complete. For the secretary role see corporate secretary.
Can a foreigner do this?
Yes. An overseas resident aged 18 or older must use a corporate service provider and appoint a qualifying director. Read register a company as a foreigner.
How does a VCC differ from an ordinary company?
| Point | VCC | Private limited company |
|---|---|---|
| Purpose | Investment funds | Any lawful business |
| Registration fee at ACRA | S$8,015 including name | S$315 including name |
| Audit exemption | Not available | Available to small companies |
| Member list | Not public | Public through ACRA |
| Fund manager | Required | Not applicable |
| Sub-funds | Allowed, S$400 each | Not applicable |
The jump from S$315 to S$8,015 tells you the VCC is built for funds that can carry the cost.
What is the order of steps?
- Choose the permissible fund manager.
- Choose the director, secretary and auditor.
- Reserve the VCC name with ACRA.
- Register the VCC and any sub-funds.
- Appoint the auditor within 3 months and the secretary within 6 months.
- Arrange an eligible financial institution for anti-money laundering duties.
- File the annual return and, each year, extend only if you must, as the extensions cost S$200 each.
What should you check before you start?
- Whether the fund really needs a VCC. Funds can sit in other structures too. This guide does not compare them.
- Whether the fund manager is willing to act for your VCC, and what they charge.
- Whether your director meets the residency rules.
- Whether you plan to move an existing fund in. Transfer of registration costs S$9,000 plus S$400 per sub-fund, according to ACRA.
Where does a provider help?
A provider can prepare the ACRA filing, act as secretary and coordinate with your fund manager and auditor. Use the quote form and we pass your request to providers that work with funds.
Sources
- ACRA, VCC key features, eligibility and requirements: https://www.acra.gov.sg/register/variable-capital-company/key-features-eligibility-requirements/
- ACRA, VCC service and transaction fees: https://www.acra.gov.sg/how-to-guides/setting-up-a-vcc/vcc-filing-fees (all fees in the table)
- ACRA, directors, secretary and key persons for a VCC: https://www.acra.gov.sg/how-to-guides/setting-up-a-vcc/appointing-directors-company-secretary-and-other-key-persons
