Appointing Directors, Company Secretary and Others
The next step is to appoint the VCC officers. You will need to provide their personal identification details, contact information (e.g. telephone number and email address) and residential address when you submit the application.
Types of appointed officers
A director is the person in charge of managing the affairs of the VCC. He/she must take decisions objectively in the best interests of the VCC. Every VCC must have at least 1 director who is ordinarily resident in Singapore (e.g. Singapore citizens, Permanent residents or holders of EntrePass/ Employment Pass) with a local residential address. Every VCC must also have at least 1 director (who may be the same person that is ordinarily resident in Singapore) who is either a Qualified Representative (as defined under the VCC Act) or a director of its fund manager.
VCCs consisting of Authorised Schemes must have at least 3 directors including 1 independent director. Authorised Scheme refers to a collective investment scheme (CIS) as defined under section 2(1) of the Securities and Futures Act (SFA) that is constituted in Singapore and authorised by MAS under section 286(1) of the SFA.
Here are the basic requirements for a VCC director. He/she must be:
- At least 18 years old;
- Of full legal capacity;
- A Singapore Citizen, Singapore Permanent Resident or EntrePass holder
- A director may also be an Employment Pass (EP) holder. However, an EP holder wishing to become a director of a VCC must first get a Letter of Consent (LOC) from the Ministry of Manpower (MOM);
- FIN holders are advised to seek consent from the relevant pass issuing authority (e.g. MOM/ ICA) before registering or taking on appointment (e.g. Director, Secretary); and
- Cannot be disqualified from acting as a director of a VCC e.g. an undischarged bankrupt.
A VCC can choose to appoint a Managing Director, who must also be a director of the VCC, to manage and oversee all or part of the business. It is not compulsory to appoint a Managing Director.
A VCC must appoint a secretary within 6 months from its date of incorporation. A company secretary must be:
- A natural person; and
- Ordinarily resident in Singapore.
The position of company secretary must not be left vacant for more than 6 months. The sole director of a VCC and the company secretary cannot be the same person.
Every VCC must appoint an auditor within 3 months of its incorporation/registration. The audit exemptions under s205B and 205C Companies Act are not applicable to VCCs.
Foreigners Who Wish to Incorporate a VCC in Singapore
Foreigners who want to incorporate a VCC in Singapore must do the following:
- Engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm) to submit the application on their behalf; and
- Employ a director who meets the requirements described in the above section on Directors.
You may choose to reside outside of Singapore after setting up your VCC. However, if you wish to be present in Singapore to manage the VCC’s operations, you must seek approval from the Ministry of Manpower (MOM).
A VCC must appoint a Permissible Fund Manager to manage its property or operate the CIS that comprises the VCC. A Permissible Fund Manager refers to:
- A licensed fund management company which holds a capital markets services licence for fund management under the Securities and Futures Act (SFA);
- A registered fund management company which is registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations;
- A financial institution 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, i.e. a bank licensed under the Banking Act 1970, a merchant bank approved under the MAS Act 1970, a finance company licensed under the Finance Companies Act 1967 or a company or co-operative society licensed under the Insurance Act 1966.
You will need to provide the Permissible Fund Manager’s Unique Entity Number (UEN), full name, address of the fund manager’s principal place of business and country of incorporation when submitting the application to incorporate a VCC. In addition, you will also need to provide a declaration by the Permissible Fund Manager in the prescribed form that it has consented to act as the fund manager of the VCC and fulfils one of the above criteria for a Permissible Fund Manager, as stipulated in section 46(2) of the VCC Act.
Deciding on a Financial Year End
You must also decide on the first financial year end (FYE) of your new VCC. The FYE will determine when your corporate filings and taxes will be due. Common FYEs can include 31 March, 30 June, 30 September or 31 December. You must also decide whether your accounting period covers 12 months or over 52 weeks.