VCC glossary: 74 terms in English and Chinese

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This glossary covers 74 common terms relating to Singapore Variable Capital Companies (VCCs), in English and Chinese, each with a concise definition that can be cited on its own. Legal terms follow the current text of the VCC Act 2018, tax terms follow IRAS's Fourth Edition VCC tax guide and MAS Circular FDD Cir 05/2026, and Cayman and Luxembourg terms are structural descriptions only.

Basic concepts

可变资本公司 Variable Capital Company (VCC)

A body corporate registered under the Variable Capital Companies Act whose sole object is to operate as one or more collective investment schemes. Its share capital always equals its net asset value, shares can be issued and redeemed at NAV, it can take an umbrella structure, and its name must end with "VCC" (s 21(7)). VCCs are registered by ACRA and have been available since 14 January 2020.

《可变资本公司法》 Variable Capital Companies Act 2018

The Singapore statute governing the incorporation, constitution, sub-funds, managers, directors, accounts, winding up and re-domiciliation of VCCs, in force since 14 January 2020. A 2025 amending Act removed the registered fund management company category and added a requirement to lodge the registered office address; the current text is available on Singapore Statutes Online (SSO).

集合投资计划 Collective Investment Scheme (CIS)

An arrangement that pools money from several investors, which a manager invests collectively towards a stated objective, with investors sharing returns and bearing risks in proportion to their holdings. A VCC's statutory sole object is to be one or more CIS; Singapore classifies CIS offers into authorised, recognised and restricted schemes.

唯一目的 Sole Object

Section 15(1) of the VCC Act provides that a VCC's sole object is to be one or more collective investment schemes in corporate form, and section 15(2) prohibits carrying on any business inconsistent with this. On conviction for a breach, a VCC may be fined up to S$150,000, plus up to S$15,000 for every day the offence continues.

资产净值 Net Asset Value (NAV)

The value of a fund's assets, measured under its valuation rules, less its liabilities. A VCC's paid-up share capital always equals its net asset value, and the issue, redemption and repurchase of shares are priced at the shares' proportion of NAV, adjusted for charges as permitted by the constitution (VCC Act s 19(1)).

公允价值计量 Fair Value Basis

An implied provision of the VCC constitution requires a VCC's property to be measured at fair value (s 19(1)), so that NAV and share prices reflect the current value of the assets. MAS requires fund assets to be independently valued, and the annual audit cannot substitute for independent valuation (SFA 04-G05 paragraph 4.1.2).

章程 Constitution

A VCC's constitutive document, which must state the VCC's name and the name of its fund manager (s 19(4)); it is lodged with ACRA at registration but is not available for public inspection (ACRA Step 5a). Any provision of the constitution that conflicts with the statutory implied provisions is void (s 19(3)).

默示条款 Implied Provisions

Provisions set out in section 19 of the VCC Act that are deemed to be included in every VCC's constitution, including members' limited liability, the sole object, fair value measurement, share capital equal to NAV, issue and redemption of shares at NAV, and, for an umbrella VCC, allocation of assets and liabilities to each sub-fund.

永续存续 Perpetual Succession

On registration a VCC becomes a body corporate with perpetual succession (s 16(5)(b)); its existence is not interrupted by changes of shareholders, directors or fund manager, and continues until it is struck off, wound up or transfers out of Singapore in accordance with law.

有限责任 Limited Liability

A VCC member's liability is limited to any amount unpaid on the shares the member holds (s 17(3)). Once shares are fully paid, a member generally has no further liability for the VCC's debts, although liability may still arise from other legal relationships such as guarantees or contracts.

从资本中派息 Dividends out of Capital

ACRA states that a VCC may pay dividends out of capital, not only out of profits; this is one of the differences between a VCC and an ordinary company. Dividends reduce NAV accordingly, and the dividend policy, source and effect on investors must be explained in the constitution and offering documents.

开放式 / 封闭式基金 Open-ended / Closed-end Fund

An open-ended fund allows investors to subscribe or redeem at NAV at agreed times; a closed-end fund generally does not accept redemptions during its life and is common in private equity and venture capital. MAS tax incentives contain special arrangements for closed-end funds, such as computing local business spending on a cumulative basis.

Structure and sub-funds

伞形 VCC Umbrella VCC

A VCC with two or more sub-funds (ACRA Step 4). Each sub-fund can have its own strategy, assets and investors, with assets and liabilities segregated by law, while sharing one legal person, board and fund manager. For income tax it is a single entity that files one Form C (IRAS Fourth Edition guide).

非伞形 VCC Non-umbrella (Standalone) VCC

A VCC with only one investment fund and one set of assets and liabilities (ACRA Step 4). The structure is simpler and suits a single strategy; if several strategies are needed later, the legal and cost implications of setting up another VCC or changing the structure must be assessed.

子基金 Sub-fund

A separately registered portfolio under an umbrella VCC, with its own assets, liabilities and accounts. It must be registered with ACRA within 7 days of being established (s 27(1)), carries a number in the format TYYVCXXXXX-SFXXX, and the fee is S$400. A sub-fund is not a separate legal person (s 32(1)).

资产负债隔离 Segregation of Assets and Liabilities

Section 29(1) of the VCC Act provides that a sub-fund's assets may not be used to discharge the liabilities of the VCC or of any other sub-fund, and a sub-fund's liabilities may be discharged only from its own assets, including in a winding up; conflicting provisions are void. Where assets are located abroad, whether local courts will recognise this is a matter for legal opinion.

共同资产负债分配 Allocation of Non-attributable Items

Assets or liabilities that cannot be attributed to a particular sub-fund may be allocated among sub-funds by an umbrella VCC in a manner that is "fair to shareholders" (VCC Act s 29(3)). IRAS also treats expenses allocated to a sub-fund on this basis as that sub-fund's expenses.

子基金文件披露 Sub-fund Disclosure in Documents

Section 30 of the VCC Act requires any agreement, letter, invoice or other document referring to a sub-fund to state the sub-fund's name and registration number and that its assets and liabilities are segregated under section 29; the other party must also be informed before an oral agreement is entered into.

交叉子基金投资 Cross Sub-fund Investment

An arrangement in which one sub-fund of an umbrella VCC subscribes for or acquires shares in another sub-fund of the same VCC. Section 31 of the VCC Act permits this, but it must be done in accordance with regulations made under section 165; specific restrictions are set by the regulations, the constitution and the offering documents.

子基金清盘与解散 Winding Up and Dissolution of Sub-funds

Section 33(1) of the VCC Act allows a sub-fund to be wound up separately "as if it were a body corporate", applying Parts 8 and 9 of the IRDA (from 1 April 2026); sections 33A–33E provide a separate dissolution procedure. Tax clearance must be obtained from IRAS before a sub-fund is wound up.

迁册 Re-domiciliation

The process by which a foreign corporate fund transfers its place of incorporation to Singapore and becomes a VCC, keeping its legal identity without being wound up and re-established. The ACRA fee is S$9,000 plus S$400 per sub-fund, and proof of deregistration in the original jurisdiction must be filed within 60 days after re-domiciliation (ACRA, 12 October 2026).

股东名册 Register of Members

The register recording shareholders, their holdings, and the sub-fund and share class concerned (VCC Act s 81). It is not open to the public, but the manager, public authorities enforcing the law and persons holding a court order may require inspection, and members may inspect only the parts relating to themselves (s 82).

实益拥有人登记册 Register of Beneficial Owners

The register a VCC must maintain as part of AML/CFT customer due diligence, recording the natural persons who ultimately own or control investors. MAS Notice VCC-N01 makes maintaining this register part of customer due diligence, carried out by the VCC and the EFI it appoints.

主-联接基金结构 Master-feeder Structure

A structure in which one or more feeder funds invest in the same master fund, which makes the investments; it is commonly used to separate investors from different regions or with different tax profiles. 13U can apply to master-feeder, master-feeder-SPV and similar structures (MAS FDD Cir 05/2026).

特殊目的载体 Special Purpose Vehicle (SPV)

An entity set up to hold specific assets or carry out a specific transaction; in a fund structure it usually sits beneath the fund and holds equity in project companies or other assets. 13U can cover structures such as master fund-SPV, with the exact scope set by the MAS award documents.

Roles and licences

可任基金管理人 Permissible Fund Manager

A manager meeting section 46(2) of the VCC Act: a holder of a Capital Markets Services licence for fund management, an exempt institution listed in SFA section 99(1)(a)–(d), or a prescribed person. A VCC must have one at all times and cannot be its own manager (s 46(3)).

持牌基金管理公司 Licensed Fund Management Company (LFMC)

A company holding a Capital Markets Services licence for fund management under the Securities and Futures Act, in two categories: serving accredited or institutional investors (A/I), and retail. Base capital ranges from S$250,000 to S$1,000,000 depending on the business (SFA 04-G05, revised 3 September 2025).

登记基金管理公司（已废止） Registered Fund Management Company (RFMC)

A former category of fund management company that needed only to register with MAS to serve a small number of qualified investors. The regime was abolished on 1 August 2024, and existing companies had to apply to become A/I licensed companies; the current text of section 46(2) of the VCC Act on SSO no longer includes the registered fund management company category (accessed 24 October 2026).

资本市场服务牌照 Capital Markets Services (CMS) Licence

The licence required to carry on regulated activities such as fund management in Singapore, granted by MAS. MAS indicates that review of a complete fund management licence application takes up to about 6 months, and a licence lapses if business does not commence within 6 months of it being granted.

创投基金管理人制度 Venture Capital Fund Manager (VCFM) Regime

A simplified licensing route offered by MAS for managers that manage only venture capital funds, with business limited to venture capital funds meeting the definition. Eligibility and ongoing obligations follow MAS's current guidelines, and the regime cannot be used to manage other types of fund.

获豁免金融机构 Exempt Financial Institution

An institution listed in SFA section 99(1)(a)–(d) that may carry on fund management without a separate fund management licence, such as a bank, merchant bank, finance company or certain insurers. Section 46(2)(c) of the VCC Act lists it as one of the permissible fund managers.

合格代表 Qualified Representative

A person permitted to carry on regulated activities on behalf of the fund manager. Section 48(1)(b) of the VCC Act requires every VCC to have at least one director who is a director or qualified representative of the manager; this director can be the same person as the locally resident director.

本地常驻董事 Ordinarily Resident Director

A director who ordinarily resides in Singapore; every VCC must have at least one (VCC Act s 48(1)(a)). ACRA states that this can be a Singapore citizen, permanent resident, or EntrePass or Employment Pass holder, and an EP holder must obtain a Letter of Consent.

公司秘书 Company Secretary

The officer responsible for a VCC's statutory records, meetings and filings. Every VCC must appoint a company secretary within 6 months after registration (ACRA, 29 January 2026), and a change of secretary must be updated within 14 days.

企业服务提供商 Corporate Service Provider (CSP)

A firm that provides corporate services to clients such as registration, company secretarial and registered office services. Under the Corporate Service Providers Act 2024, in force from 9 June 2025, all CSPs must register with ACRA; foreigners without Singpass must register a VCC through a CSP.

注册合格人士 Registered Qualified Individual

A person defined in section 2(1) of the Corporate Service Providers Act 2024 and registered with ACRA. At VCC registration, a registered qualified individual involved in the formation may declare that the incorporation requirements have been complied with and that the identities of subscribers and officers have been verified (VCC Act s 16(3)).

合资格金融机构 Eligible Financial Institution (EFI)

A regulated institution appointed by a VCC to carry out customer due diligence on its behalf in meeting AML/CFT obligations; it can be a bank, a Capital Markets Services licensee, a financial adviser, a licensed trust company or a direct life / composite insurer (MAS Notice VCC-N01, revised 30 June 2025).

基金行政管理人 Fund Administrator

A firm that provides valuation, NAV calculation, registrar and transfer, and investor services to a fund. MAS allows independent valuation to be carried out by a fund administrator, a custodian or an internal valuation function segregated from the investment function (SFA 04-G05 paragraph 4.1.2).

托管人 Custodian

An institution that holds a fund's assets in safekeeping. MAS requires fund management companies to ensure that the assets they manage are held by an independent custodian (SFA 04-G05 paragraph 4.1.1), reducing the risk of misappropriation or commingling with the manager's own assets.

单一家族办公室 Single Family Office (SFO)

An entity that manages assets for only one family. From 15 June 2026 it falls under a class licensing exemption: it must be incorporated in Singapore, key employees' assets may not exceed 10% of assets under management, and the SFO and its fund vehicle must bank with an MAS-licensed bank (MAS FAQs).

私人信托公司 Private Trust Company (PTC)

A company that acts as trustee for a particular family's trusts. It can be exempt from licensing under the Trust Companies Act 2005, but must appoint a licensed trust company to ensure compliance with MAS AML/CFT requirements and notify MAS using Form 8 within one month of commencing trust business (MAS, 29 September 2023).

Tax incentives

13O 计划 Section 13O Scheme

A fund tax incentive under section 13O of the Income Tax Act for corporate funds incorporated and tax resident in Singapore; a VCC may apply. Once awarded by MAS, specified income from designated investments is exempt from tax under current rules, and conditions must be met in every basis period (subject to MAS's current circular).

13OA 计划 Section 13OA Scheme

A tax incentive for limited partnership funds registered in Singapore; the MAS circular groups it with 13O as "S13O/OA", with broadly corresponding conditions (FDD Cir 05/2026 paragraph 2.5). A VCC is a company, so it falls under 13O rather than 13OA.

13U 增强型基金计划 Section 13U Scheme

A scheme for approved standalone fund vehicles and for master-feeder, master-feeder-SPV and master fund-SPV structures. At application, a non-family-office fund must have at least S$50 million of AUM in designated investments and 3 qualifying investment professionals (MAS FDD Cir 05/2026).

13G 创投公司收入豁免 Section 13G Exemption

An income exemption for venture capital companies under section 13G of the Income Tax Act. Paragraph 5.7 of IRAS's Fourth Edition guide states that a VCC will be considered only for 13G, 13O and 13U; the scope of 13G was extended to VCCs from Budget 2020.

13D 计划 Section 13D Scheme

A fund tax exemption for "prescribed persons" (subject to MAS's current circular), namely non-resident individuals, non-resident companies or trust entities (FDD Cir 05/2026 paragraph 2.5). A VCC is a Singapore-incorporated company and is not among the incentives IRAS lists as available to VCCs.

指定投资 Designated Investments (DI)

The qualifying investment classes listed under the fund tax incentives, the specified income from which can be exempt from tax under current rules. Which assets count as designated investments follows the lists in the MAS circular and the income tax regulations; investments in family operating businesses do not count towards a family-office fund's minimum AUM in designated investments.

特定收入 Specified Income (SI)

The categories of income a fund derives from designated investments that can be exempt from tax under a tax incentive under current rules. The exact scope follows the income tax regulations and the MAS circular; income that is not specified income or that comes from non-designated investments is taxed under the general rules at the 17% corporate tax rate.

指定投资资产规模 AUM in DI

The total value of designated investments held by a fund, the threshold measure for 13O / 13U. A non-family-office 13O fund needs at least S$5 million at application; a family-office 13O fund awarded from 1 August 2026 needs at least S$20 million at application and at each basis-period end; 13U needs at least S$50 million (MAS FDD Cir 05/2026).

合资格投资专业人员 Qualifying Investment Professional (IP)

A portfolio manager, research analyst or trader who is a Singapore tax resident, earns more than S$3,500 a month and is substantively engaged in fund management (FDD Cir 05/2026 footnotes 13 / 18). IPs of family-office funds must also meet the experience and qualification requirements set out in the circular's annexes.

本地业务支出 Local Business Spending (LBS)

The business spending a tax incentive requires a fund to incur in Singapore, tiered by AUM in designated investments. Non-family-office funds have three tiers of S$200,000, S$300,000 and S$500,000; family-office funds awarded from 1 August 2026 have three tiers of S$200,000, S$500,000 and S$1 million (MAS FDD Cir 05/2026).

资本部署要求 Capital Deployment Requirement (CDR)

A family-office fund must invest the lower of 10% of its AUM in designated investments and S$10 million in three classes of designated investment: securities listed on approved exchanges, products distributed by MAS-licensed institutions, and unlisted Singapore companies with substantive operations in Singapore, with some classes counted at 2 times.

私人银行账户条件 Private Banking Account Condition

A family-office fund applying for 13O / 13U and awarded from 1 August 2026 must hold a private-bank account with an MAS-licensed financial institution at application and in each basis period (FDD Cir 05/2026 paragraph 4). This is a different condition from the bank account requirement under the SFO licensing exemption.

GST 减免 GST Remission

Funds that meet the conditions of 13D, 13F, 13O (including 13OA) or 13U and are managed or advised by a Singapore fund manager can recover the GST incurred on expenses for their investment activities, until 31 December 2029, without being GST-registered; non-registered funds recover at a fixed recovery rate (IRAS paragraph 2.3).

基期 Basis Period

The accounting period corresponding to a year of assessment. Tax incentive conditions are tested by basis period: if a fund fails the economic conditions in a basis period, under current rules its specified income for that basis period is not tax-exempt (MAS FDD Cir 05/2026 paragraph 2.4).

评税年度 Year of Assessment (YA)

Singapore income tax is levied by year of assessment, which generally corresponds to income of the preceding basis period. Some new conditions in the MAS circular take effect by reference to a year of assessment; for example, the requirement for 2 investment professionals for non-family-office 13O funds applies from YA 2028.

单一实体课税 Single Entity for Income Tax

IRAS's income tax treatment of an umbrella VCC: however many sub-funds it has, the VCC is one entity for income tax and files one Form C; rules apply at sub-fund level, chargeable income is the sum of profitable sub-funds' income, and a loss-making sub-fund's losses cannot be set against other sub-funds.

居民证明 Certificate of Residence (COR)

A certificate of tax residence issued by IRAS for claiming treaty benefits from treaty partners. A sub-fund is not a legal person and cannot obtain a COR on its own; the certificate is issued in the name of the umbrella VCC, listing the sub-fund's name and tax reference number (IRAS Fourth Edition paragraph 5.4). Whether one can be obtained depends on facts such as management and control.

估计应税所得 Estimated Chargeable Income (ECI)

A company's estimate of its chargeable income for the year, filed after the financial year end. IRAS states that, like ordinary companies, VCCs must file ECI within 3 months after the financial year end, with a waiver where conditions such as revenue of no more than S$5 million and nil ECI are met (Fourth Edition paragraph 5.39).

公司所得税申报表 Form C

The full income tax return a VCC must file every year, including financial statements and tax computations. IRAS states that the simplified Form C-S and Form C-S (Lite) are not available to VCCs, and an umbrella VCC files only one set (Fourth Edition paragraphs 5.39–5.40).

税务清结 Tax Clearance

Before winding up a sub-fund, an umbrella VCC must submit to IRAS the sub-fund's financial statements and tax computations up to the date it ceased business and pay the tax and penalties due; the winding up can be completed only after clearance is obtained (IRAS Fourth Edition paragraph 5.41). IRAS need not be notified when a new sub-fund is set up.

Compliance and reporting

反洗钱与反恐融资 AML/CFT

The statutory obligations to prevent money laundering and terrorism financing. A VCC must comply with MAS Notice VCC-N01, appoint an EFI to carry out customer due diligence, identify and verify customers and beneficial owners, monitor transactions on an ongoing basis and keep records; the Notice was last revised on 30 June 2025, with effect from 1 July 2025.

年度申报 Annual Return

A VCC must file its annual return with ACRA after its AGM and within 7 months after the financial year end (VCC Act s 97(1)), with each sub-fund of an umbrella VCC filing its accounts separately. The annual return fee is S$1,600; ACRA's late filing penalty is up to S$600, and the maximum fine under section 97 is S$10,000.

股东大会 Annual General Meeting (AGM)

A VCC must hold an AGM within 6 months after the financial year end unless exempt (ACRA, 16 March 2026). An extension of time can be applied for from ACRA at S$200 each time. The AGM typically considers matters such as the audited financial statements.

财务报表 Financial Statements

A VCC must prepare financial statements in accordance with accounting standards that give a true and fair view of the financial position and performance of the VCC and its sub-funds; an umbrella VCC must prepare separate accounts for each sub-fund using the same set of standards (VCC Act s 100(2)). The first financial year may not exceed 18 months (s 98(2)).

授权计划 Authorised Scheme

A collective investment scheme constituted in Singapore and authorised to be offered to the public; its manager must hold a Capital Markets Services licence and it must have a trustee that MAS has approved for the purpose. A VCC with an authorised scheme must have at least 3 directors in total, 1 of them independent (ACRA Step 2).

受限计划 Restricted Scheme

A collective investment scheme that may be offered only to relevant persons under SFA section 305(5), or for at least S$200,000 per transaction. MAS must be notified through CISNet before the offer, and the scheme is placed on the list of restricted schemes (MAS, 5 October 2026). Private collective investment schemes can be offered through this route.

认可投资者 Accredited Investor (AI)

A category of investor defined in SFA section 4A. For individuals the thresholds include net personal assets exceeding S$2 million (with the primary residence counting for at most S$1 million), net financial assets exceeding S$1 million, or income of at least S$300,000 in the preceding 12 months, and the investor must opt in.

投资实体 Investment Entity (CRS)

A type of financial institution under the Common Reporting Standard. IRAS's guide states that collective investment schemes are investment entities; where investors hold directly or are named on the scheme's register, the scheme is responsible for reporting on those investors (CRS e-Tax Guide Fifth Edition paragraph 5.6, 11 August 2026).

Cross-jurisdiction vehicles

独立投资组合公司 Segregated Portfolio Company (SPC)

A corporate form under Part XIV of the Cayman Islands Companies Act. According to a law firm guide (Conyers, November 2025, secondary), an SPC is a single legal person, its segregated portfolios are not separate legal persons, and its name must include "SPC" or similar wording. CIMA statistics do not report the number of SPCs separately.

可变资本投资公司 Société d'Investissement à Capital Variable (SICAV)

A corporate investment fund form in Luxembourg and other European jurisdictions whose share capital varies with NAV; it can take a multi-compartment umbrella structure, with compartments usually lacking separate legal personality. Both UCITS and Part II funds under the 2010 Law supervised by the CSSF can use this form.

保留另类投资基金 Reserved Alternative Investment Fund (RAIF)

An alternative investment fund set up under the Luxembourg law of 23 July 2016. According to a law firm guide (CMS, secondary), a RAIF is not directly supervised by the CSSF, must appoint an authorised AIFM and is open only to well-informed investors, such as those who declare so in writing and invest at least EUR 100,000.

专门投资基金 Specialised Investment Fund (SIF)

An investment fund form for well-informed investors established under the Luxembourg SIF law of 13 February 2007, which can take an umbrella structure. Unlike a RAIF, a SIF requires prior CSSF approval and is subject to its ongoing supervision (according to a law firm article, secondary). As at 31 July 2026, the CSSF counted 1,015 SIFs (CSSF, 17 September 2026).

有限合伙基金 Limited Partnership Fund

A fund set up as a limited partnership, managed by a general partner with unlimited liability, while limited partners are liable up to their contributions. A limited partnership fund registered in Singapore can apply for the 13OA scheme, whereas a VCC falls under the corporate 13O scheme.