The fund manager of a VCC: who can act, and what a licensed fund management company must meet

The fund manager of a VCC is the institution that a VCC is legally required to appoint to manage its assets. Section 46(1) of the VCC Act requires a VCC to have, "at all times", a manager that meets section 46(2), and section 46(3) adds that a VCC cannot be its own manager. This differs from an ordinary private company, which can manage its own assets: a VCC must name its manager from the incorporation filing onwards and keep meeting this requirement for as long as it exists.

The current text of section 46: who may act as manager

In the current version on SSO, accessed on 24 October 2026, section 46(2) sets out the following eligible managers:

Related provisions: a manager whose licence is suspended is not treated as eligible during the suspension (s 46(4)); the manager must lodge beforehand with the Registrar a declaration of consent to act and a statement that it meets section 46(2) (s 47); and the constitution must state the manager's name (s 19(4)).

Note that, as at the date checked, ACRA's "Step 2" page (updated 29 January 2026) still lists registered fund management companies as one of three types of permissible manager. This site's view is that the page has not been updated, and the current text of the Act should prevail. According to MAS's consultation response of 28 March 2024, existing RFMCs had to apply between April and June 2024 to convert into licensed firms serving only accredited and institutional investors, and firms that obtained a licence were subject to a licence condition capping assets under management at S$250 million.

Categories of licensed fund management company and base capital

MAS generally requires a company intending to carry on fund management to apply to become a licensed fund management company holding a CMS licence; managers dedicated to venture capital funds can use the simplified venture capital fund manager (VCFM) regime (MAS, 29 August 2024). Licensed firms fall into two categories by client type: those serving only accredited and institutional investors (A/I LFMCs), and those that may serve retail investors (retail LFMCs).

In addition, risk-based capital must be kept above 120% of the total risk requirement (MAS SFA 04-G05 Table 2, last revised 3 September 2025). Base capital is an ongoing requirement, not a one-off threshold.

Staffing and premises

Appendix Table A1 of SFA 04-G05 sets minimum experience requirements for the staff of licensed fund management companies:

MAS states that nominee directors such as lawyers and company secretaries do not count towards these numbers. Applicants must also have dedicated and secure office premises and a credible plan to manage third-party money; a licence lapses if business does not commence within 6 months of the licence being granted.

When no licence is granted: managing only own assets

The substance of paragraph 3.4 of SFA 04-G05 is this: a company that, in form and in substance, manages only its own assets or funds does not need a fund management licence, and MAS will not grant a licence to such a company so that it can enjoy tax incentives or use fund structures that require a licensed manager. MAS's FAQ on the licensing exemption for single family offices (SFOs) likewise states that MAS does not intend to license SFOs, because an SFO manages the family's own assets.

For family clients, this means that the class exemption an SFO obtains under paragraph 5(1)(ba) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations does not fall within section 46(2)(a) or (c); whether it falls within limb (d), "prescribed persons", cannot be confirmed because this site has not obtained the original text of the regulations. "An SFO cannot act directly as a VCC's manager" is therefore an inference from the statute rather than something MAS has said in those words, and specific arrangements should be confirmed by legal opinion. In practice families usually appoint a third-party licensed fund management company, or use an ordinary company as the 13O / 13U fund vehicle instead; see How single family offices use VCCs.

Independent custody, independent valuation and VCC directors

Independent custody and valuation: paragraph 4.1.1 of SFA 04-G05 requires a licensed fund management company to ensure the assets it manages are held under independent custody; paragraph 4.1.2 requires independent valuation, which may be carried out by a fund administrator, a custodian, or an internal valuation function segregated from the investment function, and an annual audit is not a substitute for independent valuation. This works together with the requirement in section 19 of the VCC Act that assets be measured at fair value.

Statutory links between directors and the manager (VCC Act s 48; ACRA Step 2):

1. At least 1 director must be ordinarily resident in Singapore (ACRA lists citizens, permanent residents, and EntrePass or Employment Pass holders, the latter needing a letter of consent).
2. At least 1 director must be a director of the manager or a qualified representative of the manager; this can be the same person as the resident director.
3. Directors must be natural persons aged 18 or above with full legal capacity; a resignation that would cause these requirements to be breached is of no effect (s 48(5)–(6)).
4. A VCC that is an Authorised Scheme must have 3 directors, 1 of whom is independent (ACRA).

MAS's thematic inspection and supervisory expectations

MAS carried out a thematic inspection of VCCs and their managers in 2024 and on 26 June 2025 issued circular IID 04/2025, setting out its supervisory expectations and good practices for VCC managers on governance and management. According to a summary by the Singapore law firm Allen & Gledhill dated 29 July 2025 (secondary; the circular itself prevails), the key points include:

• assets must be held under independent custody, except private equity and venture capital assets offered only to accredited / institutional investors;
• non-manager directors who carry on regulated activities must be registered as representatives of the manager;
• managers should regularly review and clean up VCCs that have no assets or no investors;
• simply moving investors' existing assets into a VCC, without making investment decisions, does not amount to genuine fund management;
• EFIs and directors must receive AML training regularly.

These expectations show that treating a VCC as an empty shell for holding family assets runs against the direction of supervision; the manager must carry real investment and risk-management responsibilities.

Review times and what to check when choosing a third-party manager

MAS states that a complete fund management licence application takes up to about 6 months to review (MAS, 29 August 2024); actual times depend on MAS's processing. When an already-licensed third-party manager is used, the time needed to set up a VCC depends mainly on the manager's internal approvals and document preparation. The following checklist can help when choosing one:

• Licence category and client scope: an A/I LFMC can only serve accredited and institutional investors, which should match the investors the VCC intends to target; licence status can be checked in the MAS Financial Institutions Directory.
• People and capability: whether the investment team covers the intended asset classes, and whether there are enough qualifying investment professionals (relevant to the 13O / 13U conditions).
• Custody and valuation: who the custodian and fund administrator are, and whether valuation is independent.
• AML responsibilities: who acts as the eligible financial institution (EFI), and how customer due diligence is carried out.
• Fees and terms: how management and performance fees are calculated, and the conditions and notice period for terminating or replacing the manager.
• Conflicts of interest: trade allocation and conflict-handling policies where the manager also manages other funds.

This site does not recommend or name any fund management company, and does not handle licence applications.

If you need this applied to your own circumstances, you can register your request through the contact details on this site.