Guide Preview 

Setting up Variable Capital Companies

in Singapore 

March 2025 | Bolder Team  

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This article is a preview of Bolder Group’s fact sheet on Variable Capital Companies in Singapore — its benefits and how to set it up.  

Please note that this guide is for general informational purposes only.  It is not intended to provide the reader with legal, tax or financial advice. Consult with a professional before making any decision.  

 

What is a Variable Capital Company?

 
Proposed by the MAS, the Variable Capital Companies Act of 2018 was officially launched in January 2020. This corporate structure allows for the establishment of a corporate entity specifically tailored for investment fund activities. With this framework, Singapore’s value offering as an international fund management and domiciliation centre is strengthened with this framework.   

Fund managers who set up VCC in Singapore benefit from an additional corporate structure option that allows for greater operational flexibility. For instance, flexibility in the issuance and redemption of shares, along with the payment of dividends out of capital instead of paying out of profits, are possible, reducing operation costs.   
 
The Key Features:
  • It is owned by the shareholders.  
  • It is a separate legal entity.  
  • It benefits from perpetual existence in accordance with the VCC Act of 2018.  
  • It is governed by its board of directors.  
  • It is treated as a company and a single entity for tax filing purposes.  

How to Set up a VCC: The Requirements

 
Constitution: A VCC’s constitution is a legal document necessary during the entity’s registration and incorporation process. The constitution will not be available to the public but should be available upon request from the supervisory and law enforcement authorities. 
 
The VCC Constitution should include certain information. We list them down in our fact sheet.  
 

A Guide to Variable Capital Companies in Singapore

GFX - OVERVIEW OF SINGAPORES VARIABLE CAPITAL COMPANIES
VCC Name: The ACRA has set out some guidelines for selecting an appropriate VCC name. Upon the approval of the VCC name, it will be reserved for 120 days, during which period the VCC should be incorporated.  
 
Registered Office: A VCC must provide a physical registered office address wherein all company correspondence and documents may be served. 
 
Fund Manager: A VCC’s fund manager has the authority to delegate fund management activities and other operational duties to other sub-managers (who are also regulated as fund managers in other jurisdictions) as long as the VCC’s fund manager maintains the overall responsibility of the fund. 
 
Director: An authorised CIS must have at least three directors, including one independent director. Meanwhile, a non-authorised scheme must only have at least one Singapore resident director. 
 
Company Secretary: A VCC is required to appoint a company secretary within six months from its date of incorporation. The VCC’s company secretary should be a natural person, an ordinarily resident of Singapore and different from the VCC's sole director. 
 
Auditor: The VCC must appoint a Singapore-based auditor within three months of its incorporation.

A Guide to Variable Capital Companies in Singapore

GFX - OVERVIEW OF SINGAPORES VARIABLE CAPITAL COMPANIES

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Your Partner in Singapore — Bolder Group

Singapore continues to position itself as one of the strongest investment destinations for funds and startups globally. The city-state’s startup scene has experienced significant growth over the past years amid pandemic-driven market limitations. Thanks to Singapore’s thriving venture capital (VC) funding for startups, the city-state benefits from market innovation and growth. 

Bolder Group’s Singapore office offers services such as company formation and management services, as well as family office setup. As an independent global fund administrator, we also carry out services in multiple jurisdictions.  

Are you interested in setting up a company or fund in Singapore’s competitive market? Connect with us to make the process easier.

Bolder Group does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. The Bolder Group accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.
Bolder Group refers to the global network of independent subsidiaries of Bolder Group Holding BV. Bolder Group Holding BV provides no client services. Such services are provided solely by the independent companies within the Bolder Group which are each legally distinct and separate entities and have no authority (actual, apparent, implied or otherwise) to obligate or bind Bolder Group Holding BV in any manner whatsoever. The operations of the Bolder Group are conducted independently and have no affiliation with third party financial, tax or legal advisory firms or corporations.  

About Bolder Group

Bolder Group is a result of the merger between legacy companies AMS Financial Group and Circle Partners. Bolder has been providing clients globally with governance, corporate, funds and family wealth solutions for over 45 years. The firm is independent and privately owned. Bolder is present in 18 countries across Asia, EMEA and the Americas. 

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