VCC glossary: key terms in English and Chinese

A Singapore corporate entity incorporated under the Variable Capital Companies Act 2018 to hold one or more collective investment schemes. ACRA describes it as "a structure that is mainly for investment funds, not businesses" (Step 1, 29 January 2026). A VCC is a separate legal entity with at least one shareholder and no maximum. It can issue and redeem shares without shareholder approval, pay dividends out of capital, keep its register of members private and, if set up as an umbrella, operate segregated sub-funds. MAS and ACRA launched the framework on 15 January 2020.

A VCC with two or more sub-funds; ACRA defines it as "an investment fund with two or more sub-funds" (Step 4, 29 January 2026). Sub-funds share one legal entity, one board and, often, the same fund manager, custodian, auditor and administrator, while their assets and liabilities are segregated by statute. For income tax, IRAS treats the umbrella as a single entity filing one set of returns, with income computed sub-fund by sub-fund (e-Tax Guide, fourth edition, 22 April 2026).

A VCC that is "a single investment fund with one set of assets and liabilities" (ACRA, Step 4, 29 January 2026). It suits a sponsor running one strategy or one pool of investors. ACRA states that a VCC's type can be changed after registration, so a standalone VCC can later become an umbrella if more strategies are added. For GST, a non-umbrella VCC is one person and must register if its taxable supplies exceed S$1 million over the relevant 12 months (IRAS, 22 April 2026).

A segregated compartment of an umbrella VCC with its own assets, liabilities, investors and accounts. Each sub-fund must be registered through the VCC Portal within seven days of formation, at S$400 per sub-fund, and ACRA processes it within three working days (ACRA, Step 6, 15 June 2026). A sub-fund is not a separate company, but it is treated as a separate person for GST and stamp duty, and its income is computed as if it were a VCC for income tax (IRAS, 22 April 2026).

The statutory rule, in section 29 of the VCC Act, that the assets and liabilities of each sub-fund of an umbrella VCC must be kept separate. The 2018 government note on the VCC Bill states that "the assets of one sub-fund cannot be used to discharge the liabilities of another sub-fund" and that each sub-fund must be wound up separately. This is segregation under Singapore law; recognition by foreign courts is a separate legal question. It does not protect against investment losses inside a sub-fund.

The feature that lets a VCC's share capital rise and fall as investors subscribe and redeem, without the capital-reduction procedures that apply to ordinary companies. ACRA states a VCC "can issue and redeem shares without shareholder approval" (29 January 2026), and the 2018 government note states that VCCs "are not subject to restrictions on capital reduction". Variable capital is the reason the structure suits open-ended funds, where the number of shares in issue changes regularly.

A fund that issues and redeems shares on an ongoing basis, usually at net asset value on set dealing days. Open-ended funds make the most use of a VCC's variable capital. The MAS and ACRA joint release of 15 January 2020 states that VCCs can be used for "open-ended or closed-end funds". Liquidity terms such as notice periods, gates and suspension powers are set in the constitution and offering documents rather than by the VCC Act.

A fund with a fixed commitment or subscription period and limited or no redemption rights before it winds up, typical of private equity, venture capital and private credit. A VCC can be used for closed-end funds. Under the 13O, 13OA and 13U schemes, a closed-end fund may elect an irrevocable treatment in which local business spending is met cumulatively over award years 1 to 10 and waived from year 11 (MAS FDD Cir 05/2026, 31 July 2026).

The value of a fund's or sub-fund's assets minus its liabilities, usually expressed per share. NAV determines subscription and redemption prices in an open-ended VCC and is the basis for many fees. MAS expects independent valuation of the assets a licensed manager manages, which may be performed by a fund administrator or custodian, and states that "the annual audit will not fulfil the requirement for independent valuation" (SFA 04-G05, para 4.1.2, last revised 3 September 2025).

The buy-back of shares by a VCC at an investor's request, normally at NAV under the terms of the constitution and offering documents. ACRA states that a VCC can redeem shares without shareholder approval (29 January 2026). Redemption terms, including notice periods, lock-ups, gates and in-kind redemptions, are commercial terms set by the fund rather than by statute, and they differ between open-ended and closed-end designs.

A payment to shareholders funded from the VCC's capital rather than only from profits. ACRA states that a VCC "can pay dividends from the VCC's capital, not just profits" (Step 1, 29 January 2026). This lets income-paying funds keep a stable distribution policy. IRAS states that distributions by a Singapore tax-resident VCC are exempt from Singapore tax in shareholders' hands (e-Tax Guide, para 5.5); investors' home-country tax treatment is a separate matter.

An arrangement in which investors' money is pooled and managed as a whole by a manager, defined in the Securities and Futures Act 2001. Section 15 of the VCC Act states that the sole object of a VCC is to be one or more collective investment schemes in corporate form (as cited by IRAS, 22 April 2026). How a VCC's shares may be offered depends on whether the scheme is authorised, recognised or restricted under the SFA.

The transfer of a foreign corporate fund's registration to Singapore so that it continues as a VCC. Only overseas funds with a similar corporate structure qualify, the home jurisdiction must permit the transfer, and the entity must not be in liquidation or being wound up (ACRA, 29 January 2026). The fee is S$9,000 plus S$400 per sub-fund, and proof of deregistration abroad must be lodged within 60 days of approval (ACRA, Step 5b, 12 October 2026). Existing obligations and rights remain unchanged.

The VCC's governing document, filed with ACRA at registration, setting out matters such as share classes, dealing terms, sub-fund arrangements and directors' powers. ACRA states that the constitution is "not public, but the government can request it" (Step 5a, 19 October 2026). Commercial terms for investors are usually detailed further in an offering memorandum or sub-fund supplement.

The register of a VCC's shareholders, kept under section 81 of the VCC Act. ACRA states that VCCs "do not need to share their member lists with the public" and that "public authorities can ask to see it when needed" (29 January 2026). It is distinct from the register of beneficial owners required by MAS Notice VCC-N01, which records the natural persons who ultimately own or control the VCC.

The fund manager every VCC must appoint to manage its property or operate its schemes (ACRA, Step 2, 29 January 2026). In practice this is a holder of a capital markets services licence for fund management or a financial institution exempt from licensing, such as a bank. ACRA's page also lists registered fund management companies, a category MAS repealed on 1 August 2024 and removed from VCC Act s46(2) with effect from 6 May 2026. Whether a licence-exempt single family office qualifies is not settled in the official sources reviewed.

A company holding a capital markets services licence for fund management under the SFA. MAS currently lists Retail LFMC, Accredited/Institutional LFMC and Venture Capital Fund Manager categories (MAS, 19 March 2026). An LFMC must be a Singapore-incorporated company with a dedicated office, meet base capital and staffing requirements and ensure independent custody and valuation of assets (SFA 04-G05, last revised 3 September 2025). The annual fee is S$4,000 plus S$5 per representative from the 101st onwards.

An LFMC whose clients are limited to accredited and institutional investors. MAS's guidelines require a CEO with at least five years' relevant experience, at least two directors (one executive), at least two relevant professionals with five years' experience and at least two full-time representatives in Singapore; base capital is generally S$250,000 (SFA 04-G05, last revised 3 September 2025). Experience of investing one's own or family money is not treated as relevant experience.

An LFMC permitted to serve retail investors. MAS's guidelines set higher thresholds than for A/I LFMCs: a CEO with at least ten years' relevant experience and at least three relevant professionals and three representatives, with base capital of S$1,000,000 where it manages collective investment schemes offered to investors who are not accredited or institutional (SFA 04-G05, Table 2, last revised 3 September 2025). A VCC offering authorised schemes to the public would typically need such a manager.

A licence category for managers of venture capital funds that meet MAS's conditions, with a simplified regime compared with other LFMCs. MAS's guidelines require at least two directors (one full-time and Singapore-based) and at least two Singapore-based full-time professionals (SFA 04-G05, last revised 3 September 2025). The annual fee is S$4,000 (MAS, Fund management licensing, 29 August 2024). A venture capital VCC may also consider the section 13G incentive administered by Enterprise Singapore (IRAS, 22 April 2026).

A former category of fund manager that registered with MAS instead of holding a licence, with limits on assets and investors. MAS repealed the regime on 1 August 2024 (MAS, 2024 Licensing Report for Capital Markets Intermediaries); RFMCs wishing to continue had to apply between 1 April and 30 June 2024 to become A/I LFMCs (MAS FAQ, 25 April 2024). The category was removed from VCC Act s46(2) with effect from 6 May 2026, so ACRA's mention of registered managers is historical.

A representative of the VCC's manager who falls within section 99B(1)(a) to (d) of the SFA or is exempt under section 99B(2) (VCC Act, s2, current version on Singapore Statutes Online). ACRA requires at least one VCC director to be either a qualified representative or a director of the fund manager, and this can be the same person as the ordinarily resident director (Step 2, 29 January 2026). The rule links the board to the regulated manager.

The director every VCC must have who is ordinarily resident in Singapore: a Singapore citizen, permanent resident, or EntrePass or Employment Pass holder, with a Letter of Consent for EP holders where required (ACRA, Step 2, 29 January 2026). All directors must be at least 18, not bankrupt and fit and proper under the VCC Regulations 2020. A business providing nominee directors must be a registered corporate service provider.

A director without relationships that could compromise independent judgement. ACRA requires a VCC with authorised schemes to have at least three directors, one of whom must be independent (Step 2, 29 January 2026). Funds offered only to accredited or institutional investors are not subject to this requirement, but investors often ask for an independent director for governance reasons, particularly in family and single-sponsor structures.

The officer responsible for statutory registers, minutes and filings. ACRA states "every VCC must appoint one company secretary within six months of incorporation"; the secretary must be an ordinarily resident natural person and cannot be the sole director, and a vacancy must be filled within six months (Step 2, 29 January 2026). The secretary typically manages AGM and annual return deadlines and updates officer details within 14 days of changes.

The entity entrusted with safekeeping the assets of a VCC or, for an umbrella, of a sub-fund (VCC Act, s2). MAS's guidelines require a licensed fund manager to ensure that assets under management are subject to independent custody, for example with licensed banks, depositories or prime brokers (SFA 04-G05, para 4.1.1). Product-level custody or trustee requirements for authorised schemes are set by the SFA and the Code on Collective Investment Schemes.

A service provider that calculates NAV, maintains investor records, processes subscriptions and redemptions and prepares accounts for audit. It is not a mandatory ACRA officer, but MAS's independent valuation expectation is often met through an administrator, and the 13O scheme requires a Singapore-based fund administrator (MAS FDD Cir 05/2026, 31 July 2026). Fees usually depend on NAV, investor numbers, dealing frequency and asset complexity.

The function, often performed by the fund administrator, that keeps the register of investors, processes subscriptions, redemptions and transfers, and runs investor onboarding checks. For a VCC, the transfer agent's records feed the register of members and support the customer due diligence carried out by the eligible financial institution under MAS Notice VCC-N01. Its procedures should match the dealing terms in the constitution and offering documents.

The external auditor every VCC must appoint "within three months of their date of incorporation" (ACRA, Step 2, 29 January 2026). ACRA states that the Companies Act audit exemptions in sections 205B and 205C do not apply to VCCs, so every VCC is audited regardless of size. An umbrella VCC's financial statements present each sub-fund separately (VCC Act ss99–100, as cited by IRAS). An audit does not replace independent valuation (MAS SFA 04-G05).

A business that files with ACRA for clients or provides corporate services such as registered addresses, secretaries or nominee directors. Under the Corporate Service Providers Act 2024, in force from 9 June 2025, all CSPs must register with ACRA (ACRA, page updated 20 April 2026). ACRA states that foreigners without Singpass must engage a CSP to register a VCC. A CSP does not replace the fund manager or legal adviser.

A director who acts on the instructions of another person, typically to satisfy the ordinarily resident director requirement. Under the Corporate Service Providers Act 2024, acting as a nominee director by way of business must be arranged through a CSP registered with ACRA (ACRA, 20 April 2026). A nominee still owes fiduciary duties to the VCC and must be fit and proper under the VCC Regulations 2020.

The statute under which VCCs are incorporated, passed by Parliament on 1 October 2018 and administered by ACRA, with Part 7 on international obligations and AML/CFT matters falling to MAS (IRAS, 22 April 2026). Key sections cited by IRAS include s15 (sole object of a VCC), s29 (sub-fund segregation), ss99–100 (separate sub-fund accounts) and s132 (re-domiciliation). The current text is on Singapore Statutes Online.

Subsidiary legislation under the VCC Act that fills in operational detail, including the fit and proper standard for directors and the financial requirements that directors confirm on re-domiciliation under regulation 9(1)(a) and (b) (ACRA, 29 January 2026 and 12 October 2026). Practitioners read the Act and Regulations together when preparing a constitution and registration filings.

The main Singapore statute regulating capital markets, including fund management licensing and offers of collective investment schemes. A VCC's manager is licensed or exempt under the SFA, offers of VCC shares follow SFA prospectus rules and exemptions, and the accredited investor definition sits in section 4A. The SFA operates alongside the VCC Act rather than being replaced by it.

The licence issued by MAS under the SFA for regulated activities, including fund management. Applications are made on Form 1 through MAS's eLicensing system, and MAS expects to take up to six months to review a complete application, followed by up to six months to meet in-principle approval conditions, extendable by three months (MAS, Fund management licensing, 29 August 2024). Adding a regulated activity on Form 5 costs S$500.

A collective investment scheme authorised under the SFA for offer to retail investors, subject to the Code on Collective Investment Schemes and prospectus requirements. ACRA requires a VCC with authorised schemes to have at least three directors, one of them independent (Step 2, 29 January 2026). Authorised schemes also carry stricter custody, trustee and disclosure requirements than restricted schemes.

A collective investment scheme offered only to accredited investors and certain other persons under SFA exemptions, without the full retail prospectus regime. Many private VCCs rely on restricted-scheme or other private-placement exemptions, and a family VCC that is not offered to outside investors may raise different questions for counsel. The exact exemption relied on determines who may invest, how the fund may be marketed and what notifications to MAS apply.

An investor who meets the thresholds in section 4A of the SFA. For individuals, these include net personal assets exceeding S$2 million (with the primary residence counted up to S$1 million), net financial assets exceeding S$1 million, or income of at least S$300,000 in the preceding 12 months (SFA s4A, checked October 2026). Under the opt-in regime effective 8 January 2019, eligible individuals must consent to be treated as AIs.

ACRA's online system for VCC transactions, including name applications, incorporation, re-domiciliation, sub-fund registration and updates to officer details. ACRA states that registrations filed through the portal take 14 to 60 days to approve, and sub-fund registrations are processed within three working days (Step 5a, 19 October 2026; Step 6, 15 June 2026). Foreigners without Singpass file through a CSP.

The identification number ACRA issues to a VCC on registration, used for tax, banking, Corppass and regulatory filings. Sub-funds receive numbers derived from the VCC's UEN, for example "T20VC0001A-SF001" (ACRA, Step 5a, 19 October 2026). After obtaining a UEN, the VCC applies for Corppass and registers at least one data protection officer (ACRA, Step 6, 15 June 2026).

The online filing a VCC makes to ACRA each year, containing director, secretary and sub-fund information and the AGM date or exemption. It must be filed within seven months after the financial year end and after the AGM (ACRA, 29 January 2026). Late filing can lead to penalties of up to S$600 and, in serious cases, fines, director disqualification, prosecution and striking off; a 60-day extension costs S$200.

The yearly shareholders' meeting at which audited financial statements are laid. A VCC must hold its AGM within six months after its financial year end, sending financial statements at least 14 days before (ACRA, 29 January 2026). ACRA describes routes for dispensing with the AGM, after which financial statements are sent within five months of year end. A 60-day extension costs S$200.

The date on which a VCC's accounting period ends, chosen at registration. ACRA allows an accounting period of 12 months or 52 weeks and notes that the FYE determines annual filing and tax deadlines (Step 4, 29 January 2026). From the FYE run the six-month AGM deadline, the seven-month annual return deadline and the three-month Estimated Chargeable Income deadline.

The standard of honesty, integrity, competence and financial soundness that VCC directors must meet, as defined in the Variable Capital Companies Regulations 2020 (ACRA, Step 2, 29 January 2026). MAS applies its own fit and proper guidelines to fund managers and their key individuals. Past regulatory breaches, insolvency or relevant convictions may disqualify a candidate.

The MAS notice on preventing money laundering and countering the financing of terrorism for VCCs, issued on 14 January 2020 and last revised on 30 June 2025 with effect from 1 July 2025. It requires a VCC to engage an eligible financial institution for customer due diligence, assess risks, keep records and maintain a register of beneficial owners. The VCC remains responsible for compliance.

The financial institution a VCC engages under paragraph 4.1 of MAS Notice VCC-N01 to perform customer due diligence. It must be one of the 11 classes in Appendix 2, which include Singapore-licensed banks, merchant banks, finance companies, CMS licence holders, approved trustees, licensed trust companies and licensed direct life insurers (30 June 2025). It must not be specifically excluded by MAS and must provide due diligence information "without delay" (para 4.2).

The up-to-date register a VCC must keep under paragraphs 7.17 to 7.19 of MAS Notice VCC-N01, recording at least each beneficial owner's name, identification number, residential address, date of birth, nationality and date of becoming a beneficial owner. It is kept at the registered office of the VCC, its manager or its EFI. ACRA's post-registration guide refers to it as the register of controllers.

The process of identifying and verifying investors and their beneficial owners, understanding the purpose of the relationship and, where risk requires, the source of wealth and funds. Under MAS Notice VCC-N01, a VCC's CDD is performed by its eligible financial institution. Banks opening VCC accounts carry out their own separate checks under their own rules.

The tax-incentive scheme for approved funds that are companies incorporated and resident in Singapore, including VCCs. An award exempts specified income from designated investments in each basis period the conditions are met; see tax. For non-family-office funds, conditions include at least two qualifying investment professionals (employed throughout each basis period from YA 2028, a transitional rule), S$5 million of AUM in designated investments at application and a Singapore-based fund administrator (MAS FDD Cir 05/2026, 31 July 2026).

The scheme for approved funds that are limited partnerships registered in Singapore, available from 1 January 2025 (MAS FDD Cir 05/2026, 31 July 2026). Its conditions broadly mirror 13O. A VCC does not use 13OA, but the term appears when sponsors compare a VCC with a Singapore limited partnership as the fund vehicle.

The scheme for any approved standalone fund vehicle or fund vehicles in approved structures such as master-feeder arrangements. For non-family-office funds, conditions include at least three qualifying investment professionals and S$50 million of AUM in designated investments at application, with tiered local business spending (MAS FDD Cir 05/2026, 31 July 2026). Family-office funds approved on or after 1 August 2026 face separate conditions.

The offshore fund tax exemption for prescribed persons that are non-resident individuals, non-resident companies or trust entities (MAS FDD Cir 05/2026). Because a VCC is a Singapore company, IRAS lists only 13G, 13O and 13U as the incentives a VCC may be considered for (e-Tax Guide, para 5.7). 13D is relevant when comparing a VCC with an offshore fund managed from Singapore.

A tax incentive for venture capital funds, administered by Enterprise Singapore rather than MAS. IRAS states that it was extended to VCCs in Budget 2020 and is one of three incentives a VCC may be considered for, alongside 13O and 13U (e-Tax Guide, para 5.7, 22 April 2026). Eligibility depends on the fund's venture capital activities and Enterprise Singapore's approval.

The value of a fund's assets held in designated investments, the asset classes listed for the fund tax schemes. It is the measure used for scheme thresholds, such as S$5 million for non-family 13O funds and S$20 million for family-office 13O funds approved on or after 1 August 2026, and for the tiers of local business spending (MAS FDD Cir 05/2026, 31 July 2026).

The categories of income from designated investments that qualify for exemption under the fund schemes, as defined in the income tax regulations. Income outside these categories may be taxable even for an awarded fund. The categories are summarised in MAS's circular FDD Cir 05/2026 (31 July 2026).

The minimum annual spending in Singapore that counts towards a fund scheme's economic condition. For non-family-office 13O, 13OA and 13U funds, the tiers are S$200,000, S$300,000 or S$500,000 depending on AUM in DI; for family-office funds approved on or after 1 August 2026 they are S$200,000, S$500,000 or S$1,000,000 (MAS FDD Cir 05/2026). It is a condition of the award, not a fee.

A portfolio manager, research analyst or trader who is a Singapore tax resident earning more than S$3,500 a month (MAS FDD Cir 05/2026, 31 July 2026). Non-family 13O funds need at least two and 13U funds at least three. For family-office funds approved on or after 1 August 2026, at least one qualifying IP must not be a family member.

A concession allowing qualifying funds managed or advised by a Singapore fund manager to recover GST incurred on most expenses for investment activities at a fixed recovery rate, "without the funds having to register for GST", until 31 December 2029 (MAS FDD Cir 05/2026). IRAS states claims are made quarterly by Statement of Claims within one month after each quarter (e-Tax Guide, paras 6.9–6.11).

A document issued by IRAS confirming that an entity is resident in Singapore for tax-treaty purposes. A VCC can apply for one; a sub-fund cannot obtain its own, but the umbrella's COR lists the relevant sub-funds and their tax reference numbers, with up to five per application (IRAS, e-Tax Guide, para 5.4 and FAQ 8.4). Treaty relief still depends on the other country's rules.

An estimate of taxable income that a company files with IRAS within three months of its financial year end. IRAS states a VCC need not file if its annual revenue is not more than S$5 million and its ECI is nil, measured across all sub-funds for an umbrella (e-Tax Guide, para 5.39, 22 April 2026). VCCs file Form C, as Form C-S and Form C-S (Lite) do not apply to them.

The IRAS procedure required before an umbrella VCC completes the winding up of a sub-fund. IRAS states there is "no need to inform IRAS of the registration of new sub-funds", but tax clearance "must be obtained prior to the completion of the winding up process" (e-Tax Guide, para 5.41, 22 April 2026). It ensures outstanding tax for that sub-fund is settled.

A financial institution with Common Reporting Standard obligations to IRAS. A Reporting SGFI must register by 31 March and file returns or nil returns by 31 May (IRAS, page updated 9 September 2026). Whether a VCC is a Reporting SGFI depends on its facts; IRAS's Quick Guide to CRS Registration (6 March 2019) states that only the umbrella fund registers and that sub-funds' accounts are reported under it. A tax-incentive award does not change these obligations.

An entity that manages assets for one family. From 15 June 2026, qualifying SFOs fall under a class exemption from fund management licensing (MAS media release, 11 June 2026). MAS stated that more than 2,000 SFOs were receiving tax incentives as of end December 2025 (written parliamentary reply, 5 August 2026). Whether an exempt SFO can be a VCC's permissible fund manager is not settled in the official sources reviewed.

The exemption under paragraph 5(1)(ba) of the Second Schedule to the SF(LCB) Regulations, in force from 15 June 2026, under which a qualifying SFO need not hold a fund management licence. Conditions include managing money only for family members, family-funded charities and key employees (capped at 10% of AUM), Singapore incorporation and bank accounts with an MAS-licensed bank. MAS will generally not grant case-by-case exemptions (SFO FAQ, 31 July 2026).

Under MAS's SFO FAQ, the lineal descendants of a common ancestor, including spouses, former spouses, adopted children, step-children, parents-in-law and siblings-in-law, where the common ancestor is no more than five generations above the youngest generation of founders (MAS, June 2026, updated 31 July 2026). The definition determines whose money an exempt SFO may manage.

For the fund tax schemes, a fund vehicle whose assets primarily originate from members of the same family and that is managed by an SFO exempt under paragraph 5(1)(ba) (MAS FDD Cir 05/2026, 31 July 2026). New awards for SFO funds approved on or after 1 August 2026 carry separate conditions on professionals, AUM in DI, local spending, capital deployment and a private banking account.

A condition for SFO funds approved on or after 1 August 2026: from the end of the first full basis period, the fund must invest at least the lower of 10% of AUM in DI or S$10 million in specified investments, such as securities listed on an approved exchange, products distributed by MAS-licensed institutions or qualifying unlisted Singapore companies, with some categories counted at two times (MAS FDD Cir 05/2026, 31 July 2026).

The notice an exempt SFO files with MAS "within 14 days of commencement of its operations in Singapore", followed by an annual return within four months of each financial year end with no extension (MAS SFO FAQ, 31 July 2026). A service provider may submit using its own Corppass, but declarations are signed by the family member providing the funds and the SFO's director.