Variable Capital Company Model Constitutions and Guidance Notes

The Variable Capital Companies Bill was passed in Parliament on 1 October 2018. The Bill created a new type of corporate entity, the Variable Capital Company (VCC), which is tailor-made for investment funds. The VCC can be set up as a single standalone fund, or as an umbrella fund with two or more sub-funds, each holding different assets [Note from Indranee Rajah S.C., Minister in the Prime Minister’s Office, Second Minister for Finance and Education entitled “The VCC: A Game-Changer for Singapore’s Funds Industry”].

The VCC will:

• provide greater flexibility, thereby facilitating investment fund operations and catering to the needs of global investment funds;
• help fund managers in Singapore reap economies of scale and achieve cost efficiencies; and
• facilitate re-domiciliation.

To encourage VCC adoption, the Singapore Academy of Law has developed two model VCC constitutions for use for private funds:

• One for a VCC structured as an open-ended fund; and

• One for a VCC structured as a closed-end fund.

The model constitutions will provide a starting point for law firms and other professional advisers and fund specialists advising their clients on the VCC structure, greatly reduce the time for incorporation of a new fund as a VCC and assist funds which are domiciled in other jurisdictions to re-domicile in Singapore as VCCs.  It will also assist in overcoming initial investor unfamiliarity with the VCC structure.

Model constitutions

The model constitutions are useful templates for early adopters of the VCC as a reference and are customisable as required. They can be downloaded by completing the form on this page.

The model constitutions are not drafted nor endorsed by MAS or ACRA.

Guidance notes

Guidance notes give pointers as to how the model constitutions can be structured. These are free for download below.

Guidance notes

Feedback

We welcome feedback on the VCC model constitutions. If you have any comments to share, please let us know at [email protected].

Working Group

The Singapore Academy of Law wishes to record its appreciation to the members of the Working Group and contributors who participated in preparing the VCC model constitutions.

The members of the working group involved in drafting the model constitutions and guidelines were:

• Kai Schneider, Clifford Chance (Head)
• Armin Choksey, PwC Singapore
• Arnold Tan, Rajah & Tann Singapore LLP
• Joel Seow, Morgan Lewis Stamford LLC
• Long Jek Aun, Simmons & Simmons JWS Pte Ltd
• Petrus Huang, Drew & Napier LLC
• Phillip Yeo, Nikko AM Asia (IMAS)
• Yvonne Chung, Investment Management Association of Singapore (IMAS)
• Sriram Chakravarthi, Singapore Academy of Law

If you have any queries, please send them to [email protected]. Thank you.