Variable capital company
A variable capital company (VCC) is a structure for investment funds, either a single fund or an umbrella with separate sub-funds. It must be managed by a permissible fund manager regulated by MAS, the Monetary Authority of Singapore.
- Entiva fee to form
- $4,379
- Government fees to form
- S$8,415
- Run plan
- $99 a month
- Steps to form
- 12
- Ongoing filings
- 10
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Variable Capital Companies Act 2018 and Regulations 2020.
Who it suits
- Single funds and umbrella funds with separate sub-funds.
- Funds whose capital needs to vary without a formal reduction.
Key facts
- Fund manager
- One permissible fund manager
- Directors
- At least one resident, one linked to the fund manager
- Secretary
- Lives in Singapore; appointed within 6 months
- Audit
- Mandatory; no audit exemptions
- Annual meeting (AGM)
- Within 6 months of year end, unless exempt
- Annual return
- Within 7 months of year end; S$1,600
- Member register
- Not public; public authorities can request it
- Statute
- Variable Capital Companies Act 2018 and Regulations 2020
What the law requires.
10 rules, each in plain words.
One permissible fund manager
A fund management company licensed or registered by MAS, or an exempt financial institution such as a bank.
A resident director and a director linked to the manager
At least one director is ordinarily resident, and at least one is a director of the fund manager or a Qualified Representative.
Three directors for funds under authorised schemes
One of the three must be independent.
A company secretary who lives in Singapore
An individual, appointed within 6 months of incorporation, who is not the sole director.
An auditor, with no audit exemptions
Appointed within 3 months of incorporation; the Companies Act audit exemptions (sections 205B and 205C) do not apply.
Anti-money-laundering controls under MAS Notice VCC-N01
They are carried out through an eligible financial institution that the VCC engages.
A registered office in Singapore
Open and accessible to the public during normal office hours, and where the records and registers are kept.
An AGM each year, unless exempt or dispensed with
A VCC can dispense with it by giving members written notice at least 60 days before the due date and sending audited statements within 5 months.
An annual return
Within 7 months of year end, with a fee of S$1,600.
MAS governance expectations for VCC managers
MAS Circular IID 04/2025 sets them out.
How Entiva forms it.
12 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
12 steps- 1Reserve the VCC name
ACRA, the business registry, charges S$15, and the name application goes through the VCC Portal.
- 2Appoint the permissible fund manager
Entiva checks the manager's MAS status and collects its signed consent and qualifications declaration.
- 3Engage an eligible financial institution
It carries out the anti-money-laundering measures MAS Notice VCC-N01 requires, and no registry filing is involved.
- 4Register the VCC with ACRA
Filed on ACRA's VCC Portal; ACRA charges S$8,000 and the review takes 14 to 60 days.
- 5Set up the registered office address
It is where the records and registers are kept, and it must be open during office hours.
- 6Appoint the directors
A resident director plus a director linked to the fund manager.
- 7Appoint a resident director if neededOnly if needed
Only needed if no director is ordinarily resident in Singapore. Filed within 14 days.
- 8Set up Corppass for government services
Corppass is the entity's digital ID for ACRA, IRAS (the tax authority) and other government e-services. Apply from one day after ACRA issues the UEN, the registration number.
- 9Appoint the company secretary
Within 6 months of incorporation.
- 10Appoint an auditor
Within 3 months of incorporation, and no audit exemptions apply to a VCC.
- 11Register each sub-fund
For an umbrella VCC, before the sub-fund operates; ACRA charges S$400 per sub-fund.
- 12Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
Documents
8- VCC constitution
- Fund manager's declaration of consent and qualifications
- Evidence of the fund manager's MAS licence, registration or exemption
- Engagement letter with the eligible financial institution
- Form 45: each director's consent to act and non-disqualification statement
- Form 45B: the secretary's consent to act, if appointed at incorporation
- Ownership chart down to each individual owner
- ACRA notice of registration with the VCC's UEN
Who takes part
5- Every director is verified, including the resident director and any independent director
- The secretary lives in Singapore and is verified
- The subscribers (first members) are verified with everyone who owns or controls them
- The fund manager is verified as a legal entity, with its directors and owners
- Investors are checked by the VCC's eligible financial institution, not by Entiva
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
10 filings- Prepare the financial statements and directors' statement
Audited statements within 5 months of year end if the AGM is dispensed with
- Arrange the audit
Mandatory every year; no audit exemptions apply
- Hold the annual general meeting
Within 6 months after year end
- Dispense with the annual general meeting
Written notice to members at least 60 days before the AGM due date
- File the VCC annual return
Within 7 months after year end; S$1,600 fee
- File Estimated Chargeable Income (ECI), a tax estimate
Within 3 months after year end
- Record that no ECI filing is needed
At the ECI deadline, if eligible (revenue of S$5m or less and nil ECI)
- File the corporate income tax return with IRAS
30 November each year
- File the GST return
1 month after each accounting period, if GST registered
- File employees' income records with IRAS
1 March each year, if there are employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Remove a director or record a resignation
- Replace the fund manager
- Replace the eligible financial institution
- Add a sub-fund
- Dissolve a sub-fund
- Change the VCC or sub-fund name
- Move the registered office
- Record a secretary's resignation or removal
- Record that an auditor has stopped acting
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Sub-fund dissolution
A sub-fund is wound up while the umbrella continues.
- 1
Apply to dissolve the sub-fund
VCC strike-off
The VCC has no assets or liabilities, after its sub-funds are dissolved.
- 1
Dissolve each sub-fund
- 2
Cancel the GST registration
- 3
File the final GST return
- 4
Apply to strike the VCC off the register
- 5
ACRA publishes official Gazette notices; 60 days for objections
What Entiva does for you.
From the first filing to the last.
Variable capital company
- Files the VCC registration on ACRA's VCC Portal with the fund manager's declaration.Formation
- Checks the fund manager's MAS status and collects its signed consent and qualifications declaration.Formation
- Checks the eligible financial institution against MAS Notice VCC-N01 and keeps the engagement record.Formation
- Registers each sub-fund on the VCC Portal before it operates.Formation
- Files the VCC annual return with the financial statements and the auditor's report.Ongoing
- Provides a registered office address where the records and registers are kept.Formation
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$4,379one-off
- Government fees
- S$8,415
Steps marked only if needed are not counted.
Closing it
From $379
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Singapore
- Company secretary
- Arrange the audit
- Hold the annual general meeting
- Dispense with the annual general meeting
- File the VCC annual return
- File Estimated Chargeable Income (ECI), a tax estimate
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Appoint the permissible fund manager
- Engage an eligible financial institution
- Register each sub-fund
- Register for GST if needed
- Prepare the financial statements and directors' statement
- Replace the fund manager
- Replace the eligible financial institution
- Add a sub-fund
- Dissolve a sub-fund$379
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $4,379, one-off. Government fees are passed through at cost.
S$15 for every entity type, including VCCs.
S$8,000 registration, non-refundable, plus the S$15 name application. Each sub-fund costs a further S$400.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
S$1,600 per filing.
Tax at the flat 17% rate is payable on assessment.
Tax at the flat 17% rate is payable on assessment, within 1 month of the Notice of Assessment.
Changes
Routine changes are included in the Run plan.
S$15 to change a VCC or sub-fund name. A direction under VCC Act s21 to change the name costs S$200 separately.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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