1. VCC structure
A VCC can be set up as a standalone entity (similar to a company) or as an umbrella entity with multiple sub-funds.
In the umbrella structure, each sub-fund of the VCC can have different shareholders and investment objectives, and is completely segregated from other sub-funds in respect of its assets and liabilities, thereby preventing any contagion issues. Sub-funds can hold shares in other sub-funds of a VCC, which gives the ability for investors or family members to invest into parts of the structure as they see fit.
This sub-fund structure enables a single VCC to be used in place of multiple companies and trusts typically found in a group structure. The VCC can share a board of directors, a fund manager, auditors and other administrative agents, which provides significant economies of scale. The VCC can begin as a standalone fund with one pool of shareholders and assets, and further sub-funds can be added later.
To ensure that a Singapore VCC is considered to be tax resident in Singapore by both the Inland Revenue Authority of Singapore (IRAS) and other relevant international tax authorities, it must be managed and controlled in Singapore by a licensed Singapore fund manager.
A VCC will be treated as a company and a single entity for tax purposes, enabling VCCs to access Singapore’s substantial network of treaties and double tax agreements (DTAs), which will mitigate the impact of taxes, including withholding taxes applied by other jurisdictions. This is one of the key differences between a Singapore VCC and a structure set up in offshore jurisdictions like the Cayman Islands and the British Virgin Islands, which have no access to DTAs.
Tax incentives available to Singapore-based funds – notably the Singapore Resident Fund Scheme and Enhanced Tier Fund Scheme – are extended to VCCs, together with the Financial Sector Incentive Scheme for fund managers and the remission for funds from goods and services tax (GST).
3. Relevant service providers
The following services providers are required to be appointed for VCC set-up and administration:
- A Singapore-licensed fund manager to manage the VCC and a portfolio manager to make the investment decisions. Please note that some fund managers can perform both these functions
- A Singapore fund administrator to conduct required valuations of the fund (NAV calculations), provide reporting to investors and conduct purchases and sales
- A Singapore corporate secretary to set up the VCC, act as company secretary and provide a registered office, and to set up any other corporate entities required in the group structure
- A Singapore auditor to present the financial statements in accordance with the relevant Singapore standards; Singaporean service providers
4. Re-domiciliation of other structures to a Singapore VCC
There has been a recent and pronounced global shift towards ‘onshore’ structures to places like Singapore at the expense of traditional offshore jurisdictions like the BVI and Cayman Islands. This shift has arisen as a result of the recent introduction of global regulations creating more transparency and substance in financial structures. This includes: the Common Reporting Standard (CRS), the US Foreign Account Tax Compliance Act (FATCA) and the OECD’s Base Erosion and Profit Shifting (BEPS) Action Plan.
The VCC legislation provides for the re-domiciliation of structures to Singapore. Some key reasons to consider redomiciling structures to Singapore include:
- Bringing the structure onshore into a robust and regulated jurisdiction for investors
- Accessing Singapore’s extensive network of DTAs, which are helpful for withholding tax purposes when exiting international investments made by the fund
- Creating economic substance and/or establishing tax residency of the fund in Singapore.
5. The assets that can be held by a VCC and the investors that can invest into a VCC
There is no restriction on the type or location of assets to be held by a Singapore company or the location or type of investors, subject to standard anti-money laundering (AML) and compliance considerations.
Further entities can be incorporated to aid in the holding of assets by the VCC or to aid investors to invest into the VCC. This can be achieved through ‘special purpose vehicle’ (SPV) companies, trusts or fund of funds. For example, it may be useful to hold assets in a VCC through a holding company, so that those assets can be sold or transferred in due course at the holding company level without affecting the shareholding of the VCC. Furthermore, investors may choose to hold their shares in a VCC via another structure, like a trust, to provide for succession, or in a company if there is a need to ring-fence investors from high tax jurisdictions.