Step 2: Choosing directors & key officers for a VCC

Understand the required roles for variable capital companies (VCC) and the appointment requirements under the Variable Capital Companies Act 2018 (VCA Act).

Last updated 29 January 2026

Director

Directors manage the VCC's affairs and make decisions in the VCC's best interests.

Every VCC must have at least one director who meets the director requirements. VCCs with Authorised Schemes need at least three directors in total. One of these directors must be independent.

Director requirements

Requirement	Details
Personal	18 years or above Mentally fit to make decisions Not bankrupt or disqualified from being a director
Local residency	Ordinarily resident. Singapore citizen, Singapore permanent resident, EntrePass or Employment Pass (EP) holder. EP holders must get a Letter of Consent to become a director. Foreign Identification Number (FIN) holders must confirm with their pass issuer (Ministry of Manpower (MOM) or Immigration and Checkpoints Authority (ICA)) if they can accept a role.
Role or qualification	Either a Qualified Representative under the VCC act or Director of its fund manager. This can be the same person as the local resident. Fit and proper person, as defined under the Variable Capital Companies Regulations 2020

Company secretary

The company secretary handles administrative and compliance matters for the VCC.

Every VCC must appoint one company secretary within six months of incorporation, who must:

Ordinarily resident
Be a real person (not a company)
Not be the same person as the sole director
Meet secretary requirements under the Variable Capital Companies Regulations 2020

Note: If the role becomes vacant, it must be filled within six months.

Fund manager

Fund managers manage the VCC's investments and operations.

Every VCC must appoint one permissible fund manager.

Permissible fund managers

Type of permissible fund manager	Requirements
Licensed fund management company	Must hold a capital markets services licence for fund management under the Securities and Futures Act (SFA).
Registered fund management company	Must be registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations.
Exempted financial institution	Must be exempted under sections 99(1)(a), (b), (c), or (d) of the SFA from the requirement to hold a capital markets services licence to carry on business in fund management. Examples: Banks licensed under the Banking Act 1970 Merchant banks approved under the Monetary Authority of Singapore Act 1970 Finance companies licensed under the Finance Companies Act 1967 Companies or co-operative societies licensed under the Insurance Act 1966

Type of permissible fund manager

Requirements

Licensed fund management company

Must hold a capital markets services licence for fund management under the Securities and Futures Act (SFA).

Registered fund management company

Must be registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations.

Exempted financial institution

Must be exempted under sections 99(1)(a), (b), (c), or (d) of the SFA from the requirement to hold a capital markets services licence to carry on business in fund management.

Examples:

Banks licensed under the Banking Act 1970
Merchant banks approved under the Monetary Authority of Singapore Act 1970
Finance companies licensed under the Finance Companies Act 1967
Companies or co-operative societies licensed under the Insurance Act 1966

Auditors

Auditors review and verify the VCC's financial records.

Every VCC must appoint at least one auditor within three months of their date of incorporation. The audit exemptions in Sections 205B and 205C of the Companies Act do not apply to VCCs.

(Optional) Managing director

Managing directors oversee business operations.

Appointing a managing director is optional. If you choose to appoint one, they must also be a director of your VCC.

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