Variable Capital Companies Act 2018

Variable Capital Companies
Act 2018

2020 REVISED EDITION

This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021

An Act to provide for the incorporation, operation and regulation of bodies corporate to be known as variable capital companies and to provide for related matters.

[14 January 2020]

PART 1

PRELIMINARY

Short title

1.  This Act is the Variable Capital Companies Act 2018.

General interpretation

2.—(1)  In this Act, unless the contrary intention appears —

“Accounting Standards”, in relation to a VCC, means —

(a) the accounting standards mentioned in section 100(8)(a) or the accounting standards or practices prescribed under section 100(8)(b); or

(b) where those accounting standards or practices (as the case may be) are substituted with other accounting standards under section 100(9) in relation to that VCC, the other accounting standards;

“accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance sheets;

“ACRA” means the Accounting and Corporate Regulatory Authority established under section 3 of the Accounting and Corporate Regulatory Authority Act 2004;

“book-entry securities” has the meaning given by section 81SF of the Securities and Futures Act 2001;

“books” has the meaning given by section 4(1) of the Companies Act 1967;

“borrowing VCC” means a VCC that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the VCC;

“business day” means any day other than a Saturday, Sunday or public holiday;

“certified”  —

(a) in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document; and

(b) in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language;

“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;

“collective investment scheme” has the meaning given by section 2(1) of the Securities and Futures Act 2001;

“company” has the meaning given by section 4(1) of the Companies Act 1967;

“consolidated financial statements” has the meaning given by the Accounting Standards;

“constitution”, in relation to a VCC, means the constitution of the VCC that is registered with the Registrar under section 16(4), as may be amended from time to time;

“contributory”  —

(a) in relation to a VCC, means a person liable to contribute to the assets of the VCC in the event of its being wound up, and includes the holder of fully paid shares in the VCC and (before the final determination of the persons who are contributories) any person alleged to be a contributory of the VCC; and

(b) in relation to a sub-fund, means a person liable to contribute to the assets of the sub‑fund in the event of its being wound up, and includes the holder of fully paid shares in the VCC that are issued in respect of that sub‑fund and (before the final determination of the persons who are contributories) any person alleged to be a contributory of the sub‑fund;

“corporation” has the meaning given by section 4(1) of the Companies Act 1967 and (to avoid doubt) includes a VCC;

“Court” means the General Division of the High Court;

“creditors’ voluntary winding up” means a winding up under Division 3 of Part 8 of the IRDA as applied by section 130, but not a members’ voluntary winding up;

[Act 28 of 2019 wef 01/04/2026]

“custodian”  —

(a) in relation to a non-umbrella VCC, means an entity to which the assets of the VCC are entrusted for safekeeping; and

(b) in relation to a sub-fund, means an entity to which the assets of the sub‑fund are entrusted for safekeeping;

“debenture” includes debenture stock, bonds, notes and any other securities of a VCC whether constituting a charge on the assets of the VCC or not, but does not include —

(a) a cheque, letter of credit, order for the payment of money or bill of exchange;

(b) subject to the regulations made under section 165, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months; and

(c) for the purposes of a prescribed provision of this Act, such instrument or class of instruments as may be prescribed;

“default penalty” means a default penalty within the meaning of section 147;

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“document” includes any summons, order and other legal process, and any notice and register;

“electronic communication” has the meaning given by section 4(1) of the Companies Act 1967;

“emoluments”, in relation to any director or auditor of a VCC, includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that VCC or by a holding company or a subsidiary of that VCC, whether made or given to him or her in his or her capacity as a director or an auditor or otherwise in connection with the affairs of that VCC or of the holding company or the subsidiary;

“expert” includes an engineer, a valuer, an accountant and any other person whose profession or reputation gives authority to a statement made by him or her;

“financial statements”, in relation to a VCC, means the financial statements of the VCC required to be prepared in accordance with the Accounting Standards;

“financial year”, in relation to a VCC, means —

(a) the period in respect of which its financial statements are made up, whether that period is a year or not; and

(b) which is determined in accordance with section 98;

“FSMA 2022” means the Financial Services and Markets Act 2022;

[Act 18 of 2022 wef 28/04/2023]

“fund administration service” includes valuation, accounting, settlement of expenses and acting as a transfer agent;

“holding company” has the meaning given by section 5 of the Companies Act 1967;

“IRDA” means the Insolvency, Restructuring and Dissolution Act 2018^*;

[Act 28 of 2019 wef 01/04/2026]

“licensed insolvency practitioner” means the holder of a licence granted under section 51 of the IRDA;

[Act 28 of 2019 wef 01/04/2026]

“liquidator” includes the Official Receiver when acting as the liquidator of a VCC or a sub‑fund;

“manager”, in relation to a VCC, means the manager appointed by the VCC to manage its property or to operate the collective investment scheme or schemes that comprise the VCC;

“marketable securities” has the meaning given by section 4(1) of the Companies Act 1967;

“MAS” means the Monetary Authority of Singapore established under section 3 of the MAS Act;

“MAS Act” means the Monetary Authority of Singapore Act 1970;

“members’ voluntary winding up” means a winding up under Division 3 of Part 8 of the IRDA as applied by section 130, where a declaration has been made and lodged pursuant to section 163 of the IRDA as applied by section 130;

[Act 28 of 2019 wef 01/04/2026]

“net asset value”, in relation to a VCC, means the total assets less the total liabilities of the VCC, as determined in accordance with the Accounting Standards;

“non-umbrella VCC” means a VCC that is not an umbrella VCC;

“officer”, in relation to a VCC or other corporation, includes —

(a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation;

(b) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and

(c) any liquidator of the corporation (being a VCC or company) appointed in a voluntary winding up,

but does not include —

(d) any receiver who is not also a manager;

(e) any receiver and manager appointed by the Court;

(f) any liquidator appointed by the Court or by the creditors; or

(g) a judicial manager appointed under Part 7 of the IRDA (if applicable);

[Act 28 of 2019 wef 01/04/2026]

“Official Assignee” means the Official Assignee appointed under section 16(1) of the IRDA, and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and an Assistant Official Assignee appointed under section 16(4) of the IRDA;

[Act 28 of 2019 wef 01/04/2026]

“Official Receiver” means the Official Receiver appointed under section 17(1) of the IRDA, and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver appointed under section 17(4) of the IRDA;

[Act 28 of 2019 wef 01/04/2026]

“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;

“prohibition order” means —

(a) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the FSMA 2022;

(b) a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the FSMA 2022, and as continued by section 220(3) of the FSMA 2022; or

(c) a prohibition order made under section 7(1) of the FSMA 2022;

[Act 18 of 2022 wef 31/07/2024]

“prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document used to make an offer of shares in a VCC or proposed VCC, but does not include —

(a) a profile statement mentioned in section 296(2) of the Securities and Futures Act 2001;

(b) any material, advertisement or publication which is authorised by section 300 of that Act (other than subsection (3)); or

(c) a product highlights sheet mentioned in section 296A(1) of that Act;

“public accountant” means a person who is registered or treated as registered under the Accountants Act 2004 as a public accountant;

“qualified representative”, in relation to the manager of a VCC, means a representative (within the meaning of section 2(1) of the Securities and Futures Act 2001) of the manager who is —

(a) a person described in section 99B(1)(a), (b), (c) or (d) of the Securities and Futures Act 2001; or

(b) a person who is exempt from section 99B(1) of that Act under section 99B(2) of that Act;

“register of auditors” means a register of auditors kept by the Registrar under section 173 of the Companies Act 1967 as applied by section 71(1);

“register of directors” means a register of directors kept by the Registrar under section 173 of the Companies Act 1967 as applied by section 71(1);

“register of managers” means a register of managers kept by the Registrar under section 71(3);

“register of members” means a register of members kept by a VCC under section 81;

“register of secretaries” means a register of secretaries kept by the Registrar under section 173 of the Companies Act 1967 as applied by section 71(1);

“registered qualified individual” has the meaning given by section 2(1) of the Corporate Service Providers Act 2024;

[Act 22 of 2024 wef 09/06/2025]

“Registrar” means the Registrar of VCCs appointed under this Act, and includes any Deputy or Assistant Registrar of VCCs;

“registration number”, in relation to a sub-fund, means the registration number given by the Registrar to the sub‑fund upon its registration under section 27;

“related corporation”, in relation to a corporation, means a corporation that is treated as related to the firstmentioned corporation under section 4;

“share”, in relation to a VCC, means a unit in a collective investment scheme that is part of the VCC, and includes a share taken by a subscriber to the constitution of a VCC, whether or not it is such unit;

“solicitor” means an advocate and solicitor of the Supreme Court;

“sub-fund” means a collective investment scheme that is part of an umbrella VCC;

“subsidiary” has the meaning given by section 5 of the Companies Act 1967;

“umbrella VCC” means a VCC the constitution of which provides that it consists of, or is to consist of, 2 or more collective investment schemes, or words to that effect;

“unit”, in relation to a collective investment scheme, has the meaning given by section 2(1) of the Securities and Futures Act 2001;

“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;

“virtual meeting technology” means any technology that allows a person to participate in a meeting without being physically present at the place of meeting;

[Act 17 of 2023 wef 01/07/2023]

“wholly owned subsidiary” has the meaning given by section 5B of the Companies Act 1967.

[28/2019; 40/2019]

[*Updated to be consistent with the 2020 Revised Edition]

(2)  In this Act (including a provision of the Companies Act or the IRDA applied by this Act) —

(a) a reference to the directors of a VCC is, in the case of a VCC that has only one director, to that director; and

(b) a reference to the doing of any act by 2 or more directors is, in the case of a VCC that has only one director, to the doing of that act by that director.

[Act 28 of 2019 wef 01/04/2026]

(3)  In this Act —

(a) a reference to a debt, obligation or liability of a sub‑fund is to a debt, obligation or liability that is incurred by the umbrella VCC concerned for the purpose of or that is attributable to that sub‑fund;

(b) a reference to a debenture of a sub-fund is to a debenture issued by the umbrella VCC concerned in respect of a debt, obligation or liability of the sub‑fund;

(c) a reference to any asset, property or undertaking of a sub‑fund is to any asset, property or undertaking that is held by the umbrella VCC concerned for the purpose of or that is attributable to that sub‑fund; and

(d) a reference to a creditor of a sub-fund is to a creditor of the umbrella VCC concerned in respect of a debt, obligation or liability of the sub‑fund.

[28/2019]

(3A)  A reference in this Act to a provision of the Companies Act 1967 that is repealed by the Insolvency, Restructuring and Dissolution Act 2018 is a reference to that provision as in force immediately before it is repealed.

(4)  Subject to section 5, section 4(2), (5), (5A) and (7) of the Companies Act 1967 applies for the purposes of interpreting this Act, including a provision of the Companies Act or the IRDA applied by this Act.

[Act 28 of 2019 wef 01/04/2026]

(5)  A reference to the Minister in any of the following provisions includes the Minister of State for the Ministry of the Minister, who is authorised by the Minister for the purposes of hearing an appeal under that provision:

(a) sections 18(3), 21(4), 135(9) and 136(3);

(b) sections 27(5), (5AA), (5A) and (12C), and 28(3), (3D), (3DA) and (3E) of the Companies Act 1967 as applied by section 21;

(c) section 155B(8) of the Companies Act 1967 as applied by section 59.

(6)  Subject to section 5 and the modifications in subsection (7), section 7 (except subsections (1) and (6A)) of the Companies Act 1967 applies for the purposes of —

(a) section 66;

(b) section 163 of the Companies Act 1967 as applied by section 65; and

(c) section 165 of the Companies Act 1967 as applied by section 67.

(7)  The modifications mentioned in subsection (6) are as follows:

(a) section 7(3) of the Companies Act 1967 only applies in relation to a share of a corporation other than a VCC;

(b) section 7(9)(ca) of the Companies Act 1967 is omitted;

(c) a book-entry security is treated as an interest in a share;

(d) a person that is a subsidiary of a VCC does not have an interest in the shares of the VCC by reason only that that interest is purchased or otherwise acquired by the subsidiary under section 22(6) or (11).

(8)  For the purposes of any provision of this Act (including a provision of the Companies Act or the IRDA applied by this Act) that provides that an officer of a corporation who is in default is guilty of an offence or is liable to a penalty or punishment, an officer of the corporation is in default if the officer knowingly and wilfully —

(a) commits the offence; or

(b) authorises or permits the commission of the offence.

[Act 28 of 2019 wef 01/04/2026]

(9)  Where it is necessary, in a proceeding for an offence under this Act, to establish the conduct of the manager of a VCC or the custodian of a non‑umbrella VCC or sub‑fund, any conduct engaged in or on behalf of the manager or custodian —

(a) by a director, an employee or an agent of the manager or custodian within the scope of his or her actual or apparent authority; or

(b) by any other person at the direction or with the consent or agreement (whether express or implied) of a director, an employee or an agent of the manager or custodian, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the director, employee or agent,

is treated as having been engaged in by the manager or custodian.

(10)  Where it is necessary, in a proceeding for an offence under this Act, to establish the state of mind of a manager of a VCC, or a custodian of a non‑umbrella VCC or sub‑fund, in respect of conduct engaged in, or treated under subsection (9) as having been engaged in, by the manager or custodian, it is sufficient to show that a director, an employee or an agent of the manager or custodian, being one by whom the conduct was engaged in within the scope of his or her actual or apparent authority, had that state of mind.

(11)  A reference in subsection (10) to the state of mind of a person includes the knowledge, intention, opinion, belief or purpose of the person and the person’s reasons for his or her intention, opinion, belief or purpose.

Affairs of corporation or sub-fund

3.—(1)  Unless the context otherwise requires, a reference to the affairs of a VCC or other corporation (called in this subsection the corporation) in the following provisions:

(a) Part 9, including a provision of the Companies Act 1967 applied by that Part;

(b) section 130(12);

[Act 28 of 2019 wef 01/04/2026]

(c) paragraph (f) of the provision that replaces section 125(1) of the IRDA because of section 130(6);

[Act 28 of 2019 wef 01/04/2026]

(d) section 142;

(e) section 145;

(f) section 155,

is a reference to —

(g) the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation;

(h) in the case of a corporation (not being a trustee corporation) that is a trustee (but without affecting paragraph (g)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust;

(i) the internal management and proceeding of the corporation;

(j) any act or thing done (including any contract made and any transaction entered into) by or on behalf of the corporation, or to or in relation to the corporation or its business or property, at a time when —

(i) a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation;

(ii) the corporation is under judicial management (where applicable);

(iii) a compromise or an arrangement made between the corporation and another person or other persons is being administered; or

(iv) the corporation or (if it is an umbrella VCC) the corporation or any of its sub‑funds, is being wound up,

and includes any conduct of the receiver, the receiver and manager, or the judicial manager of the person administering the compromise or arrangement or of any liquidator or provisional liquidator of the corporation or sub‑fund (where applicable);

(k) the ownership of shares in, debentures of, and interests issued by, the corporation;

(l) the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the corporation or to dispose of, or to exercise control over the disposal of, such shares;

(m) matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the corporation or are or have been able to control or materially influence the policy of the corporation;

(n) the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the corporation;

(o) where the corporation has issued interests, matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which those interests relate; and

(p) matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters in paragraphs (g) to (o).

(2)  Unless the context otherwise requires, a reference to the affairs of a sub‑fund in the following provisions:

(a) section 114(5)(a)(ii);

(b) section 145;

(c) paragraph (f) of the provision that replaces section 125(1) of the IRDA because of paragraph 18 of the First Schedule;

[Act 28 of 2019 wef 01/04/2026]

(d) paragraph 28 of the First Schedule,

[Act 28 of 2019 wef 01/04/2026]

is a reference to —

(e) the promotion, formation, control, business, trading, transactions and dealings of the sub‑fund (whether by the umbrella VCC alone or jointly with another person and including transactions and dealings as agent, bailee or trustee), property of the sub‑fund (whether held by the umbrella VCC alone or jointly with another person and including property held as agent, bailee or trustee), liabilities of the sub‑fund (including liabilities owed by the umbrella VCC jointly with another person and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the umbrella VCC received or incurred for the purpose of the sub‑fund;

(f) the internal management and proceeding of the umbrella VCC in respect of the sub‑fund;

(g) any act or thing done (including any contract made and any transaction entered into) —

(i) by the umbrella VCC for the purpose of the sub‑fund; or

(ii) to or in relation to the umbrella VCC in respect of the sub‑fund or the business or property of the sub‑fund,

at a time when —

(iii) a receiver, or a receiver and manager, is in possession of, or has control over, property of the sub‑fund;

(iv) a compromise or an arrangement made between the umbrella VCC (for the purpose of the sub‑fund) and the creditors of the sub‑fund (or any class of them), members holding shares issued in respect of that sub‑fund (or any class of them), or another person or other persons, is being administered; or

(v) the sub-fund is being wound up,

and includes any conduct of the receiver, the receiver and manager, of the person administering the compromise or arrangement or of any liquidator or provisional liquidator of the sub‑fund, as the case may be;

(h) the ownership of shares in and interests issued by the umbrella VCC in respect of the sub‑fund, or the debentures of the sub‑fund;

(i) the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares issued by the umbrella VCC in respect of the sub‑fund, or to dispose of, or to exercise control over the disposal of, such shares;

(j) matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the sub‑fund or are or have been able to control or materially influence the policy of the umbrella VCC in relation to the sub‑fund;

(k) the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in or interests issued by the umbrella VCC in respect of the sub‑fund, or the debentures of the sub‑fund;

(l) matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the shares of the umbrella VCC in respect of the sub-fund relate; and

(m) matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters in paragraphs (e) to (l).

[28/2019]

When corporations related to each other

4.  For the purposes of this Act, where a corporation —

(a) is the holding company of another corporation;

(b) is a subsidiary of another corporation; or

(c) is a subsidiary of the holding company of another corporation,

then the firstmentioned corporation and the other corporation are treated as related to each other.

Purpose of Act and application of Companies Act and IRDA provisions in this Act

5.—(1)  The purpose of this Act is to enable a body corporate known as a variable capital company or VCC, to be formed, and to provide for its operation and regulation.

(2)  This Act (except for Part 7) applies the provisions of the Companies Act and Part 6, Part 8 and Part 9 (as it applies to winding up) of the IRDA, subject to the modifications set out by this Act.

[Act 28 of 2019 wef 01/04/2026]

(3)  Where a provision of the Companies Act 1967 (called in this subsection an incorporated provision) is incorporated by reference in this Act, whether with or without modifications, then, in addition to any specific modifications set out in this Act —

(a) the incorporated provision applies with the necessary modifications;

(b) a reference in the incorporated provision to another incorporated provision or to a provision of the IRDA incorporated by reference in this Act, is to that other provision as applied by this Act;

[Act 28 of 2019 wef 01/04/2026]

(c) a reference in the incorporated provision to the Registrar of Companies is to the Registrar;

(d) subject to section 2(5), a reference in the incorporated provision to the Minister is to the Minister having charge of this Act;

(e) a reference in the incorporated provision to the Authority is to ACRA;

(f) a reference in the incorporated provision to a default penalty is to the default penalty in section 147;

(g) a reference in the incorporated provision to a prescribed matter is to the matter prescribed by regulations made under section 165; and

(h) the incorporated provision applies subject to such other modifications as may be prescribed by regulations made under subsection (4).

[Act 28 of 2019 wef 01/04/2026]

(3A)  Where a provision of the IRDA (called in this subsection an incorporated provision) is incorporated by reference in this Act, whether with or without modifications, then, in addition to any specific modifications set out in this Act —

(a) the incorporated provision applies with the necessary modifications;

(b) a reference in the incorporated provision to another incorporated provision or to a provision of the Companies Act 1967^* incorporated by reference in this Act, is to that other provision as applied by this Act;

[*Updated to be consistent with the 2020 Revised Edition]

(c) a reference in the incorporated provision to the Registrar of Companies is to the Registrar;

(d) a reference in the incorporated provision (being section 124(1)(g) or (2)(c), 125(5), 127(3) or 198 of the IRDA) to the Minister, is to the Minister having charge of this Act;

(e) a reference in the incorporated provision to a default penalty is to the default penalty in section 147;

(f) a reference in the incorporated provision to a prescribed matter is to the matter prescribed by regulations made under section 165; and

(g) the incorporated provision applies subject to such other modifications as may be prescribed by regulations made under subsection (4).

[Act 28 of 2019 wef 01/04/2026]

(4)  The Minister may, for a period of 2 years starting on 14 January 2020, make regulations to prescribe further modifications to an incorporated provision mentioned in subsection (3) in its application by this Act.

[Act 28 of 2019 wef 01/04/2026]

(5)  The Minister may, for a period of 2 years starting on the date of commencement of section 19 of the Variable Capital Companies (Miscellaneous Amendments) Act 2019, make regulations to prescribe further modifications to an incorporated provision mentioned in subsection (3A) in its application by this Act.

[Act 28 of 2019 wef 01/04/2026]

Application of Companies Act 1967 to VCC, etc.

6.—(1)  Where a provision of the Companies Act 1967 is incorporated by reference in this Act and applies to or in relation to a VCC, a person of a VCC or a matter concerning a VCC, as that Companies Act 1967 provision applies to or in relation to a corporation, a person of a corporation or a matter concerning a corporation, then (despite a VCC being a corporation within the meaning of the Companies Act 1967) the Companies Act 1967 provision is disapplied, but only to the extent of such application in this Act.

(2)  Where a provision of the Companies Act 1967 has a corresponding provision in this Act that applies to or in relation to a VCC, a person of a VCC or a matter concerning a VCC, as that Companies Act 1967 provision applies to or in relation to a corporation, a person of a corporation or a matter concerning a corporation, then (despite a VCC being a corporation within the meaning of the Companies Act 1967) the Companies Act 1967 provision is disapplied, but only to the extent of such application in the corresponding provision.

(3)  [Deleted by Act 28 of 2019 wef 01/04/2026]

Application of IRDA to VCC, etc.

6A.—(1)  Where a provision of the IRDA is incorporated by reference in this Act and applies to or in relation to a VCC, a person of a VCC or a matter concerning a VCC, as that IRDA provision applies to or in relation to a corporation, a person of a corporation or a matter concerning a corporation, then (despite a VCC being a corporation within the meaning of the IRDA) the IRDA provision is disapplied, but only to the extent of such application in this Act.

(2)  Where a provision of the IRDA has a corresponding provision in this Act that applies to or in relation to a VCC, a person of a VCC or a matter concerning a VCC, as that IRDA provision applies to or in relation to a corporation, a person of a corporation or a matter concerning a corporation, then (despite a VCC being a corporation within the meaning of the IRDA) the IRDA provision is disapplied, but only to the extent of such application in the corresponding provision.

(3)  Despite anything in the IRDA —

(a) Division 1 of Part 10 of the IRDA does not apply for the purpose of the winding up of a VCC or a sub-fund of an umbrella VCC; and

(b) Part 11 of the IRDA does not apply to any proceedings concerning a VCC or a sub-fund of an umbrella VCC.

(4)  Section 268 of the IRDA applies in relation to an offence under any of the following as it applies in relation to an offence under Parts 4, 5, 6, 7, 8, 9, 10, 11 and 12 of the IRDA:

(a) section 401(2A) or 407 of the Companies Act as applied by section 144, insofar as it relates to any act under Part 6, 8 or 9 of the IRDA as applied by this Act;

(b) Part 6 of the IRDA as applied by Part 10;

(c) Part 8 or 9 of the IRDA as applied by section 33(2) or Part 11.

[Act 28 of 2019 wef 01/04/2026]

PART 2

ADMINISTRATION OF ACT

Application of Part

7.  This Part does not apply to Part 7.

Administration of Act and appointment of Registrar of VCCs, etc.

8.—(1)  ACRA is responsible for the administration of this Act other than Part 7, subject to the general or special directions of the Minister.

(2)  The Minister may, after consulting ACRA —

(a) appoint an officer of ACRA as the Registrar of VCCs; and

(b) appoint from among the officers of ACRA, public officers and the officers of any other statutory body, such number of Deputy Registrars and Assistant Registrars of VCCs as the Minister considers necessary,

for the proper administration of this Act.

(3)  ACRA may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar is to give effect to the directions.

(4)  Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed by regulations made under section 165, anything which the Registrar is authorised or required to do or sign under this Act may be done or signed by a Deputy or an Assistant Registrar and is as valid and effectual as if done or signed by the Registrar.

(5)  A person dealing with a Deputy or an Assistant Registrar need not inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or an Assistant Registrar so far as it affects that person is as valid and effectual as if done or omitted by the Registrar.

(6)  A court, judge or person acting judicially must take judicial notice of the seal and signature of the Registrar or of a Deputy or an Assistant Registrar.

Registers, etc.

9.—(1)  Subject to this Act, the Registrar must keep such registers as the Registrar considers necessary and in such form as the Registrar thinks fit.

(2)  Any person may, on payment of the prescribed fee —

(a) inspect any document (other than a return or a copy of the constitution of a VCC) filed or lodged with the Registrar, including a microfilm of such document;

(b) require a copy of the notice of incorporation of a VCC, any certificate issued under this Act, or any document or extract from any document kept by the Registrar (other than a return or a copy of the constitution of a VCC), to be given or certified by the Registrar; or

(c) inspect any register of directors, managers, secretaries or auditors, or require a copy of or an extract from any such register.

(3)  Despite subsection (2)(b), a certificate of confirmation of incorporation of a VCC mentioned in section 16(7) may only be issued to the VCC upon an application made in accordance with that provision.

(4)  Despite subsection (2)(a) and (c), a director, manager, secretary, auditor or member of a VCC or a custodian of a non‑umbrella VCC or a sub-fund may, without charge —

(a) inspect the register of directors, managers, secretaries or auditors of that VCC; or

(b) obtain from the Registrar a copy of or an extract from such a register.

(5)  A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non‑electronic medium that is certified to be a true copy or an extract by the Registrar is, in any proceedings, admissible in evidence as of equal validity with the original document.

(6)  In any legal proceedings, a certificate issued by the Registrar that a requirement of this Act specified in the certificate —

(a) had or had not been complied with on a date or within a period specified in the certificate; or

(b) had been complied with upon a date specified in the certificate but not before that date,

is prima facie evidence of the matters specified in the certificate.

(7)  If the Registrar is of the opinion that any document submitted to the Registrar —

(a) contains any matter contrary to any law;

(b) by reason of any omission or misdescription, has not been duly completed;

(c) does not comply with the requirements of this Act; or

(d) contains any error, alteration or erasure,

the Registrar may refuse to register or receive the document, and may request that the document be appropriately amended or completed and resubmitted, or that a fresh document be submitted in its place.

(8)  If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —

(a) destroy the document with the authorisation of the National Library Board under section 17 of the National Library Board Act 1995; or

(b) transfer the document to the National Archives of Singapore under section 16 of that Act.

(9)  In subsection (5), “non‑electronic medium” means a medium other than the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.

Electronic transaction system

10.—(1)  The Registrar may —

(a) require or permit any person to carry out any transaction with the Registrar under this Act; and

(b) issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction mentioned in paragraph (a),

using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.

(2)  If the Registrar is satisfied that a transaction should be treated as having been carried out at some earlier date and time, than the date and time which is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the registers kept by the Registrar to reflect such earlier date and time.

(3)  The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2).

(4)  In this section —

“document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to the Registrar;

“transaction”, in relation to the Registrar, means —

(a) the filing or lodging of any document with the Registrar, or the submission, production, delivery, providing or sending of any document to the Registrar;

(b) the making of any application, submission or request to the Registrar;

(c) the provision of any undertaking or declaration to the Registrar; or

(d) the extraction, retrieval or accessing of any document, record or information maintained by the Registrar.

Rectification of registers

11.  Subject to section 5, sections 12B, 12C and 12D of the Companies Act 1967 apply in relation to a register kept by the Registrar as they apply in relation to a register kept by the Registrar of Companies under that Act.

Enforcement of duty to make returns

12.—(1)  This section applies if a VCC or any person —

(a) having failed to comply with any provision of this Act (including the Companies Act 1967^* or the IRDA as applied by this Act) or of any other law which requires any return, account, notice or other document to be filed or lodged with, or submitted to, the Registrar or the Official Receiver;

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[*Updated to be consistent with the 2020 Revised Edition]

(b) having failed to comply with any request of the Registrar or the Official Receiver to amend or complete and resubmit any document or to submit a fresh document; or

(c) having failed to comply with the Registrar’s request under section 12D(7) of the Companies Act 1967 (as applied by section 11) to take such steps within such time as the Registrar may specify to ensure that any error or defect in any particulars or document in a register is rectified,

fails to make good the failure within 14 days after service of the notice of the Registrar or the Official Receiver on the VCC or the person requiring compliance with the provision or request.

(2)  The Court may, on an application by any member or creditor of the VCC or by the Registrar or the Official Receiver, make an order directing the VCC, any officer of the VCC, or such person to make good the failure within the time specified in the order.

(3)  Such order may provide that all costs of and incidental to the application are to be borne by the VCC or by any officer of the VCC responsible for the failure, or by the person mentioned in subsection (2).

(4)  Nothing in this section limits the operation of any written law imposing penalties on a VCC or its officers or such person in respect of the failure.

Relodgment of lost registered documents, and size, durability and legibility of documents lodged with Registrar

13.  Subject to section 5, sections 14 and 15 of the Companies Act 1967 apply in relation to documents filed or lodged with, or delivered, sent, forwarded, produced or given to, the Registrar under this Act as they apply in relation to documents filed or lodged with, or delivered, sent, forwarded, produced or given to, the Registrar of Companies under the Companies Act 1967.

VCC auditors

14.—(1)  Subject to section 5 and subsection (2), section 10 of the Companies Act 1967 applies in relation to a VCC as it applies in relation to a company.

(2)  A reference in section 10(2) of the Companies Act 1967 to a report required to be prepared by an auditor of a company under that Act is to a report required to be prepared by an auditor of a VCC under this Act (including under a provision of the Companies Act 1967 applied by this Act).

PART 3

CONSTITUTION OF VCC

Object of VCC

15.—(1)  The sole object of a VCC is to be one or more collective investment schemes in the form of a body corporate.

(2)  A VCC may not carry on, or enter into any partnership, joint venture or other arrangement with any person to carry on, whether in Singapore or elsewhere, any business that is inconsistent with the object in subsection (1).

(3)  If a VCC contravenes subsection (2), the VCC and every officer of the VCC who is in default shall each be guilty of an offence and —

(a) the VCC shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction; and

(b) the officer shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

Registration of VCC

16.—(1)  Subject to this Act, any person may, whether alone or together with another person, by subscribing the person’s name or their names to a constitution and complying with the requirements in subsection (2), incorporate a VCC.

(2)  The person or persons must —

(a) submit to the Registrar the constitution of the proposed VCC and such other documents as may be prescribed;

(b) submit to the Registrar the name of the manager of the proposed VCC;

(c) submit to the Registrar the names of the directors of the proposed VCC;

(d) provide the Registrar with the last day of the first financial year of the proposed VCC and such other information as may be prescribed; and

(e) pay the Registrar the prescribed fee.

(3)  Either of the following persons:

(a) a registered qualified individual engaged in the formation of the proposed VCC;

(b) a person named in the constitution as a director or the secretary of the proposed VCC,

must make a declaration to the Registrar that —

(c) all of the requirements of this Act relating to the formation of the VCC have been complied with; and

(d) the person has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed VCC,

and the Registrar may accept such declaration as sufficient evidence of those matters.

(4)  Subject to this Act, if the requirements in subsections (2) and (3) are satisfied, the Registrar must —

(a) register the VCC by registering its constitution; and

(b) issue to the VCC a notice of incorporation.

(5)  Subject to this Act, beginning on the date of registration specified in the notice of incorporation, the subscribers to the constitution, together with such other persons as may from time to time become members of the VCC, are a body corporate by the name contained in the constitution —

(a) capable immediately of exercising all of the functions of a VCC and of suing and being sued;

(b) having perpetual succession with power to hold land; and

(c) with such liability on the part of the members to contribute to the assets of the VCC in the event of it or any of its sub‑funds being wound up, as is provided by this Act (including the Companies Act 1967 as applied by this Act).

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(6)  Subject to this Act and any other written law and its constitution, a VCC has —

(a) in furtherance of its sole object under section 15(1), full capacity to do any act or enter into any transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

(7)  Upon the application of a VCC and payment of the prescribed fee, the Registrar must issue to the VCC a certificate of confirmation of incorporation.

(8)  Each subscriber to the constitution of a VCC must make a declaration to the Registrar, either personally or through a registered qualified individual, as to the number of shares that the subscriber agrees to take.

Members of VCC

17.—(1)  The subscribers to the constitution of a VCC are considered to have agreed to become members of the VCC and, on the incorporation of the VCC, must be entered as members in the register of members.

(2)  Apart from the subscribers, every other person who agrees to become a member of the VCC and whose name is entered in the register of members is a member of the VCC.

(3)  The liability of a member of a VCC is limited to the amount (if any) unpaid on the shares held by the member.

(4)  Subsection (3) does not affect any other liability to which a member may be subject under this Act.

Minimum of one member

17A.  A VCC must have at least one member.

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Duty to refuse registration

18.—(1)  Without affecting the powers of the Registrar under section 9(7), the Registrar must not register a constitution of a proposed VCC under section 16 unless the Registrar is satisfied that all the requirements of this Act in respect of the registration have been complied with.

(2)  Despite anything in this Act or any rule of law, the Registrar must refuse to register the constitution of a proposed VCC if the Registrar is satisfied that —

(a) the person named as its manager does not satisfy section 46(2);

(b) none of its directors is either a director or qualified representative of the manager;

(c) it is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or

(d) it would be contrary to national security or the national interest for it to be registered.

(3)  Any person aggrieved by the Registrar’s decision under subsection (2) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.

Constitution of VCC

19.—(1)  The following provisions are implied in the constitution of every VCC:

(a) the liability of a member of the VCC is limited to the amount (if any) unpaid on the shares held by the member;

(b) the sole object of the VCC is to be one or more collective investment schemes in the form of a body corporate;

(c) the property of the VCC must be measured on a fair value basis;

(d) the actual value of the paid-up share capital of the VCC is at all times equal to the net asset value of the VCC;

(e) shares of the VCC are to be issued, redeemed or repurchased at a price equal to the proportion of the net asset value of the VCC represented by each share, although the price may be adjusted by adding or subtracting (as the case may be) fees and charges in accordance with the constitution;

(f) shares of the VCC that relate to an arrangement mentioned in paragraph (aa) or (b) of the definition of “closed‑end fund” in section 2(1) of the Securities and Futures Act 2001 under which units that are issued are exclusively or primarily non‑redeemable at the election of the holders of the units, and listed for quotation on a securities exchange, are to be issued, redeemed or repurchased in accordance with the applicable listing requirements of the securities exchange;

(g) the provisions in paragraphs (e) and (f) do not apply in relation to any shares during the initial offer period of the shares.

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(2)  It is also implied in the constitution of every VCC that is an umbrella VCC that the VCC’s assets and liabilities must be allocated to, and used to discharge the liabilities of, each of its sub‑funds in accordance with section 29(1) and (3).

(3)  Any provision in the constitution is void to the extent that it is inconsistent with any provision implied in it under subsection (1) or (2).

(4)  The constitution of every VCC must state —

(a) the name of the VCC and that it is incorporated under this Act;

(b) the name of the manager of the VCC;

(c) the full name, address and occupation of the subscriber or each subscriber to the constitution;

(d) that the subscriber or each subscriber is desirous of being formed into a VCC and agrees to take the number of shares in the capital of the VCC set out opposite the subscriber’s name;

(e) details of the right of the holder of a share in the VCC to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the property or any part of the property of the VCC, or to receive sums paid out of such profits, income, or other payments or returns;

(f) details of the following rights (if any) of the holder of a share in the VCC:

(i) the right to vote at any general meeting or at any meeting of shareholders of that class of shares;

(ii) the right to redeem or repurchase shares;

(iii) the right in respect of a scheme of arrangement, merger, reconstruction or amalgamation involving the VCC;

(g) if any right in paragraph (f) does not apply, that fact; and

(h) in respect of a VCC that consists of, or is to consist of, 2 or more collective investment schemes —

(i) that fact; and

(ii) the policy of the VCC for forming a sub‑fund, and allocating in accordance with section 29(3) any assets and liabilities mentioned in that provision between sub‑funds.

(5)  The constitution of a VCC must contain the regulations for the VCC.

(6)  The constitution of each VCC must comply with such additional requirements as may be prescribed, and must be dated.

(7)  A copy of the constitution, duly signed by the subscriber or each subscriber and stating the number of shares that the subscriber has agreed to take, must be kept at the registered office of the VCC.

(8)  Subject to section 5, sections 23(1B), 39 and 40 of the Companies Act 1967 apply in relation to the constitution of a VCC as they apply in relation to the constitution of a company.

Alteration of constitution

20.—(1)  Unless otherwise provided in this Act (including the Companies Act 1967 as applied by this Act), the constitution of a VCC may not be altered unless the alteration has been approved —

(a) by ordinary resolution, or by a resolution passed by such majority of the members as may be prescribed; or

(b) if the constitution so requires, by a resolution passed by a majority specified in the constitution of the votes cast by the members of the VCC who are entitled to vote on the resolution and who vote in person or by proxy at a general meeting of the VCC.

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(2)  Subsection (1) does not apply to an alteration of any of the following in the constitution of a VCC, if (and only if) the constitution provides that the directors of the VCC may so alter the constitution without the approval of its members:

(a) an alteration for the purpose of forming a sub‑fund;

(b) an alteration to reflect any appointment or change of the manager of the VCC;

(c) an alteration that does not prejudice the interests of any member, and does not release to any material extent the manager or any director from any responsibility to the members;

(d) an alteration that is necessary for the purpose of complying with any order of court, law, direction of a public authority, code of conduct or other quasi‑legislation;

(e) the removal of an obsolete provision or the correction of any manifest error.

(3)  Subject to this Act, any alteration to the constitution under subsection (1) is treated as part of the original constitution starting on the date of the resolution approving the alteration or such later date as may be specified in the resolution.

(4)  Subject to section 5, section 26(2), (2A), (3), (5), (6) and (7) of the Companies Act 1967 applies in relation to a resolution, an order of the Court or any other document affecting the constitution of a VCC, as it applies in relation to a resolution, an order of Court or any other document affecting the constitution of a company.

(5)  The VCC must, within 14 days after the making of any alteration under subsection (2), lodge with the Registrar —

(a) a copy of the constitution as altered; and

(b) any documentary evidence of the directors’ decision to make the alteration.

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(6)  If default is made in complying with subsection (5), the VCC and every officer of the VCC who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

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Name of VCC

21.—(1)  Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a VCC under a name which, in the opinion of the Registrar —

(a) is undesirable;

(b) is identical to the name of any other VCC or any company, limited liability partnership, limited partnership or corporation or to any registered business name;

(c) is identical to a name reserved under any of the following:

(i) section 27(12B) or 378(15) of the Companies Act 1967;

(ii) section 27(12B) of that Act as applied by section 357(2) of that Act;

(iii) section 27(12B) of that Act as applied by subsection (8);

(iv) section 27(12B) of that Act as applied by section 133(2);

(v) section 16 of the Business Names Registration Act 2014;

(vi) section 23(4) of the Limited Liability Partnerships Act 2005;

(vii) section 17(4) of the Limited Partnerships Act 2008; or

(d) is a name of a kind that the Minister has directed the Registrar not to accept for registration.

(2)  In addition to subsection (1), the Registrar must (except with the consent of the Minister) refuse to register a VCC under a name if —

(a) it is identical to the name of a VCC or company that was dissolved unless —

(i) in a case where the VCC or company was dissolved following its winding up under Part 11, or Part 8 of the IRDA (as the case may be) — a period of at least 2 years has passed after the date of dissolution; or

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(ii) in a case where the VCC or company was dissolved following its name being struck off the register under section 344 or 344A of the Companies Act 1967 as applied by section 130B, or section 344 or 344A of the Companies Act 1967 (as the case may be) — a period of at least 6 years has passed after the date of dissolution;

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(b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

(c) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar of Companies under section 377(2) of the Companies Act 1967, unless a period of at least 2 years has passed after the date of dissolution;

(d) it is identical to the name of a limited liability partnership that was dissolved, unless —

(i) in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005 — a period of at least 2 years has passed after the date of dissolution; or

(ii) in a case where the limited liability partnership was dissolved following its name being struck off the register under section 63 of the Limited Liability Partnerships Act 2005 — a period of at least 6 years has passed after the date of dissolution; or

(e) it is identical to the name of a limited partnership that was cancelled or dissolved, unless —

(i) in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008 — a period of at least one year has passed after the date of cancellation; or

(ii) in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008 — a period of at least one year has passed after the date of dissolution.

(3)  Despite subsection (1), the Registrar may register a VCC —

(a) under a name that is identical to the name of a foreign company registered under Division 2 of Part 11 of the Companies Act 1967 —

(i) in respect of which notice was lodged under section 377(1) of that Act that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and

(ii) the name of which was struck off the register under section 377(8), (9) or (10) of that Act, if a period of at least 6 years has passed after the date the name was so struck off; or

(b) under a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore — if a period of at least one year has passed after the date of cessation.

(4)  Despite this section and section 28 of the Companies Act 1967 as applied by subsection (8), where the Registrar is satisfied that the VCC has been registered (whether through inadvertence or otherwise) by a name —

(a) which is one that is not permitted to be registered under subsection (1)(a), (b) or (d);

(b) which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period mentioned in that subsection;

(c) which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period mentioned in that subsection;

(d) which so nearly resembles the name of any other VCC or any company, corporation, limited liability partnership or limited partnership, or any registered business name, as to be likely to be mistaken for it; or

(e) the use of which has been restrained by an injunction granted under the Trade Marks Act 1998,

the Registrar may direct the firstmentioned VCC to change its name, and the VCC must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled on appeal by the Minister.

(5)  The Minister must cause a direction made under subsection (1)(d) to be published in the Gazette.

(6)  Subject to section 5, section 27(2A) to (5A) of the Companies Act 1967 applies for the purposes of subsection (4) as it applies for the purposes of section 27(2) of that Act, and for this purpose —

(a) a reference to a ground in section 27(2) of the Companies Act 1967 is to a ground in subsection (4);

(b) the reference in section 27(5) of the Companies Act 1967 to 3 January 2016 is to 14 January 2020; and

(c) the reference in section 27(5A) of the Companies Act 1967 to an injunction in section 27(2)(c) of that Act is to an injunction in subsection (4)(e).

(7)  A VCC must have “VCC” as part of and at the end of its name.

(8)  Sections 27(10) to (15) and 28 of the Companies Act 1967 apply in relation to a VCC or an intended VCC as they apply in relation to a company or an intended company, subject to section 5 and the following modifications:

(a) a reference in section 27(11) of the Companies Act 1967 to section 19(3) of that Act is to section 16(4) of this Act;

(b) a reference in sections 27(12) and 28 of the Companies Act 1967 to section 27(1), (1A) and (1B) of that Act is to subsections (1), (2) and (3), respectively;

(c) the reference in section 28(3)(a) of the Companies Act 1967 to section 27(1)(a), (b) and (d) of that Act is to subsection (1)(a), (b) and (d), respectively;

(d) the reference in section 28(3)(d) of the Companies Act 1967 to the name of another company is to the name of another VCC or a company;

(e) the reference in section 28(3AA) of the Companies Act 1967 to section 27(1)(c) of that Act is to subsection (1)(c);

(f) the reference in section 28(3D) of the Companies Act 1967 to 3 January 2016 is to 14 January 2020;

(g) section 28(4) of the Companies Act 1967 is omitted.

(9)  In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.

Membership of holding company

22.—(1)  A corporation cannot be a member of a VCC which is its holding company, and any allotment or transfer of shares in a VCC to its subsidiary is void.

(2)  Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, does not apply to a disposition of book‑entry securities, but the Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).

(3)  Subsection (1) does not apply where the subsidiary is concerned as personal representative, or as trustee, unless the VCC or a subsidiary of the VCC is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business (including the lending of money).

(4)  This section does not prevent a subsidiary from continuing to be a member of a VCC that is its holding company if, at the time when it becomes a subsidiary of the VCC, it already holds shares in that VCC, but —

(a) subject to subsection (3), the subsidiary has no right to vote at meetings of the VCC or any class of members of the VCC; and

(b) subject to subsections (5) and (6), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of the VCC, dispose of all of its shares in the VCC.

(5)  To avoid doubt, subsection (4)(b) ceases to apply if, during the period in that provision, the subsidiary ceases to be a subsidiary of the VCC.

(6)  Any shares in the VCC that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (12) and (13) and sections 23 and 24, be held or continued to be held by the subsidiary.

(7)  Subject to subsection (3), subsections (1), (4), (6), (9) and (11) apply in relation to a nominee for a corporation which is a subsidiary, as if references in those subsections to such a corporation included references to a nominee for it.

(8)  This section does not prevent the allotment of shares in a holding company that is a VCC to a subsidiary which already lawfully holds shares in the VCC, if the allotment is made by way of capitalisation of reserves of the VCC and is made to all members of the VCC on a basis which is in direct proportion to the number of shares held by each member in the VCC.

(9)  This section does not prevent the transfer of shares in a holding company that is a VCC to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —

(a) subject to subsection (3), the subsidiary has no right to vote at meetings of the VCC or any class of members of the VCC; and

(b) subject to subsections (10) and (11), the subsidiary must, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the VCC, dispose of all of the shares in the VCC.

(10)  To avoid doubt, subsection (9)(b) ceases to apply if, during the period mentioned in that subsection, the subsidiary ceases to be a subsidiary of the holding company.

(11)  Any shares in the VCC that are not disposed of in accordance with subsection (9)(b) may, subject to subsections (12) and (13) and sections 23 and 24, be held or continued to be held by the subsidiary.

(12)  The VCC must, within 14 days after any change in the number of shares in the VCC which are held by any of its subsidiaries under subsection (6) or (11), lodge with the Registrar a notice in the prescribed form of this change.

(13)  With respect to any share mentioned in subsection (6) or (11) —

(a) where the VCC has shares of only one class — the total number of shares held by all its subsidiaries under subsection (6) or (11), must not at any time exceed 10% of the total number of shares of the VCC at that time;

(b) where the share capital of the VCC is divided into shares of different classes — the total number of the shares of any class held by all its subsidiaries under subsection (6) or (11), must not at any time exceed 10% of the total number of the shares in that class of the VCC at that time;

(c) where paragraph (a) or (b) is contravened — the VCC must procure the disposal of the excess shares by its subsidiary, in accordance with section 24 before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow;

(d) where the subsidiary is a wholly‑owned subsidiary of the VCC — no dividend may be paid, and no other distribution (whether in cash or otherwise) of the VCC’s assets (including any distribution of assets to members on a winding up of the VCC or any of its sub‑funds (if applicable)) may be made, to the subsidiary in respect of the shares mentioned in subsection (6) or (11); and

(e) where the subsidiary is not a wholly-owned subsidiary of the VCC — a dividend may be paid and other distribution (whether in cash or otherwise) of the VCC’s assets (including any distribution of assets to members on a winding up of the VCC or any of its sub‑funds (if applicable)) may be made, to the subsidiary in respect of the shares mentioned in subsection (6) or (11).

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(14)  In subsection (13)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (6) or (11) at the time in question, as resulted in the limit mentioned in subsection (13)(a) or (b) being exceeded.

(15)  Where, but for this section, a subsidiary would have been entitled to subscribe for shares in the VCC, the VCC may, on behalf of the subsidiary, sell the shares for which the subsidiary would otherwise have been entitled to subscribe.

(16)  For the purposes of this section, a VCC must inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:

(a) where a shareholder of a VCC becomes a subsidiary of the VCC;

(b) where shares of the VCC are held by a subsidiary of the VCC and there is a change in the number of shares held by the subsidiary.

Rights attached to shares in section 22(6) and (11)

23.—(1)  This section applies to the shares mentioned in section 22(6) and (11).

(2)  The subsidiary mentioned in section 22(6) or (11) must not exercise any right in respect of those shares and any purported exercise of such right is void.

(3)  The rights mentioned in subsection (2) include any right to attend or vote at meetings and for the purposes of this Act, the subsidiary is treated as having no right to vote and the shares are treated as having no voting rights.

(4)  Nothing in this section prevents —

(a) an allotment of shares as fully paid bonus shares in respect of the shares mentioned in section 22(6) or (11); or

(b) the subdivision or consolidation of any share mentioned in section 22(6) or (11) into shares of a greater or smaller number, if the total value of the shares after the subdivision or consolidation is the same as the total value of the shares before the subdivision or consolidation, as the case may be.

(5)  Any shares allotted as fully paid bonus shares in respect of the shares in section 22(6) are treated for the purposes of this Act as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 22(4) applied.

(6)  Any shares allotted as fully paid bonus shares in respect of the shares in section 22(11) are treated for the purposes of this Act as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 22(9) applied.

Disposal of shares in section 22(6) and (11)

24.—(1)  This section applies to the shares in a VCC mentioned in section 22(6) and (11).

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(2)  The subsidiary mentioned in section 22(6) or (11) may at any time —

(a) sell the shares (or any of them) for cash;

(b) transfer the shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons;

(c) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or VCC or assets of a person; or

(d) sell, transfer or otherwise use the shares for such other purposes as the Minister may by order prescribe.

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(3)  In subsection (2), “cash”, in relation to a sale of shares by the subsidiary, means —

(a) cash (including foreign currency) received by the subsidiary;

(b) a cheque received by the subsidiary in good faith which the directors have no reason for suspecting will not be paid;

(c) a release of a liability of the subsidiary for a liquidated sum; or

(d) an undertaking to pay cash to the subsidiary on or before a date not more than 90 days after the date on which the subsidiary agrees to sell the shares.

Application of other provisions of Part 3 of Companies Act 1967

25.—(1)  Sections 24, 25, 25A, 25B, 25C and 25D of the Companies Act 1967 apply in relation to a VCC as they apply in relation to a company, subject to section 5 and the following modifications:

(a) section 25(2)(c) of the Companies Act 1967 is omitted;

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(b) a reference in section 25 of the Companies Act 1967 to a lack of capacity or power of a company is to a lack of capacity or power of a VCC by reason of section 15(1) or anything in the VCC’s constitution;

(c) a reference in section 25B of the Companies Act 1967 to a limitation on the powers of the directors of a VCC under the company’s constitution is to a limitation on such powers under —

(i) the VCC’s constitution;

(ii) section 15(1);

(iii) a resolution of the VCC or of any class of shareholders; or

(iv) any agreement between the members of the VCC or of any class of shareholders;

(d) sections 25 and 25B of the Companies Act 1967 do not apply to any limitation or lack of capacity arising from section 19(2).

(2)  Sections 41 to 41C of the Companies Act 1967 apply in relation to a VCC as they apply in relation to a corporation or a company (as the case may be), subject to section 5 and the following modifications:

(a) section 41(9) of the Companies Act 1967 is omitted;

(b) a reference in section 41B(3) of the Companies Act 1967 to more than one company is to 2 or more VCCs, or one or more VCCs and one or more companies.

Holding out as VCC

26.  A person other than a VCC, that —

(a) uses any name or title, or trades or carries on business under any name or title, that includes the words “Variable Capital Company” or any abbreviation, imitation or translation of those words; or

(b) in any way holds out that the business is incorporated under this Act,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.