Variable Capital Companies (Lodgment of Documents) Regulations 2020

Source: Singapore Statutes Online | Archived by Legal Wires


No. S 30
Variable Capital Companies Act 2018
(ACT 44 OF 2018)
Variable Capital Companies
(Filing and Lodgment of Documents)
Regulations 2020
In exercise of the powers conferred by section 165 of the Variable Capital Companies Act 2018, the Minister for Finance makes the following Regulations:
PART 1
PRELIMINARY
Citation and commencement
1.  These Regulations are the Variable Capital Companies (Filing and Lodgment of Documents) Regulations 2020 and come into operation on 14 January 2020.
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Definitions
2.  In these Regulations, unless the context otherwise requires —
“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 Official Receiver or the Registrar;
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“electronic transaction system” means the electronic transaction system established by the Authority under section 27(1) of the Accounting and Corporate Regulatory Authority Act 2004;
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“form” means a form provided by the Registrar on the electronic transaction system or through any other means determined by the Registrar;
“identity card” has the meaning given by section 2(1) of the National Registration Act 1965;
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[Deleted by S 302/2025 wef 09/06/2025]
“registered corporate service provider” means a corporate service provider who is registered under the Corporate Service Providers Act 2024, and —
(a)includes a person who is treated under section 42(3) of that Act as registered under section 8 of that Act as a registered corporate service provider for providing the corporate service mentioned in paragraph (f)(i) of the definition of “corporate service” in section 2(1) of that Act; but
(b)excludes a deemed registered corporate service provider as defined in section 2(1) of that Act;
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“transaction” —
(a)in relation to the Official Receiver, means —
(i)the filing or lodgment of any document with the Official Receiver or the submission, production, delivery, provision or sending of any document to the Official Receiver;
(ii)the making of any application, submission or request to the Official Receiver;
(iii)the provision of any undertaking or declaration to the Official Receiver; or
(iv)the extraction, retrieval, or accessing of any document, record or information maintained by the Official Receiver; and
(b)in relation to the Registrar, has the meaning given by section 10(4) of the VCC Act;
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“VCC Act” means the Variable Capital Companies Act 2018;
“work pass” has the meaning given by section 2 of the Employment of Foreign Manpower Act 1990.
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References to VCC Act
2A.  To avoid doubt, any reference to the VCC Act in these Regulations includes, where applicable, a provision of the Companies Act 1967 or IRDA as applied by the VCC Act.
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Forms
2B.—(1)  The forms to be used for the purposes of these Regulations are those set out on the Internet website of ACRA at https://www.vcc.bizfile.gov.sg.
(2)  Where such forms are applicable, any costs occasioned by the use of any other forms that are not prescribed must, unless the Court otherwise directs, be borne by the party using such other forms.
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Particulars prescribed by forms
2C.  Where a form prescribed under the VCC Act or any subsidiary legislation made under the VCC Act (including these Regulations) requires completion by the insertion of, or the attachment to the form of a document that contains, particulars or other matters mentioned in the form, those particulars or other matters are prescribed as the particulars or other matters required under the VCC Act or the subsidiary legislation for which the form is prescribed.
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Directions in forms
2D.  A form to be used for the purposes of these Regulations must be completed in accordance with any direction specified by the Official Receiver or the Registrar, or in the form.
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PART 2
GENERAL MATTERS
Division 1 — Filing or lodgment of
documents with Official Receiver
Electronic filing system
2E.  An electronic filing system is established for the purpose of carrying out transactions with the Official Receiver under these Regulations, which may be accessed through the Official Receiver’s Internet website at https://www.mlaw.gov.sg.
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Requirement to use electronic filing system
2F.—(1)  Except as provided in paragraph (2) or as the Official Receiver otherwise requires or permits, a person seeking to carry out any transaction with the Official Receiver under the VCC Act must do so using the electronic filing system on the electronic filing form provided for that purpose and in accordance with these Regulations, and any practice circular or practice direction issued by the Official Receiver.
(2)  If a transaction mentioned in paragraph (1) cannot be carried out using the electronic filing system (whether because of a failure or unavailability of or interruption to the electronic filing system or otherwise), the person seeking to carry out the transaction must do so —
(a)in the manner specified in any practice circular or practice direction issued by the Official Receiver; and
(b)in any other form set out on the Official Receiver’s Internet website mentioned in regulation 2E.
(3)  The Official Receiver may refuse to process a transaction if the person seeking to carry out the transaction with the Official Receiver —
(a)does not comply with paragraph (1) or (2);
(b)does not comply with regulation 2H;
(c)being required to complete an electronic filing form or any other form provided by the Official Receiver for that purpose, fails to properly complete the form in accordance with the instructions contained in the form;
(d)being required to attach any document to, or provide any information required in, an electronic filing form or any other form provided by the Official Receiver for that purpose, fails to attach the document or provide the information, as the case may be; or
(e)fails to pay the fee prescribed for the transaction.
(4)  To avoid doubt, a reference to a refusal to process a transaction with the Official Receiver in paragraph (3) includes, where the transaction relates to the filing or lodgment of a document with the Official Receiver, a refusal to accept the document for filing or lodgment.
(5)  This regulation applies subject to regulations 10 and 10A.
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Receipt of submission
2G.—(1)  Without affecting regulation 2F(3) and (4), any application, request or document transmitted by means of the electronic filing system is considered to have been submitted to and received by the Official Receiver if the last byte of the transmission is received by the server designated by the Official Receiver for the receipt of such transmissions.
(2)  A person who files or lodges with the Official Receiver any application, request or document by means of the electronic filing system may produce a record of transmission issued through the electronic filing system together with a copy of the notification of acceptance of the transmission by the Official Receiver as evidence of —
(a)the filing or lodgment of the application, request or document; and
(b)the date and time the filing or lodgment took place.
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Identification documents
2H.  The Official Receiver may require a person who carries out any transaction with the Official Receiver to produce the person’s identity card, passport or any other identification document that the Official Receiver may accept, to verify the person’s identity.
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General requirements for documents filed or lodged with Official Receiver
2I.—(1)  Any document that is to accompany a form to be filed or lodged with the Official Receiver must —
(a)comply with any direction specified by the Official Receiver; and
(b)be filed or lodged in accordance with any direction specified by the Official Receiver or in that form.
(2)  Without limiting paragraph (1), a direction specified by the Official Receiver or in the form may provide for the format in which the document is to be filed or lodged.
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Division 2 — Filing or lodgment of
documents with Registrar
Requirement to use electronic transaction system
3.—(1)  Except as provided in paragraph (2) or as the Registrar otherwise requires or permits, any transaction with the Registrar under the VCC Act must be carried out using the electronic transaction system on the electronic transaction form provided for that purpose, and in accordance with these Regulations and any practice direction issued by the Registrar.
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(2)  If a transaction with the Registrar under the VCC Act cannot be carried out using the electronic transaction system (whether because of a failure or unavailability of or interruption to the electronic transaction system), the person seeking to carry out the transaction must carry out the transaction with the Registrar in the form and manner determined by the Registrar.
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(3)  The Registrar may refuse to process a transaction with the Registrar if the person seeking to carry out the transaction with the Registrar —
(a)does not comply with paragraph (1) or (2) in respect of the transaction;
(b)does not comply with a requirement imposed by the Registrar under regulation 4;
(c)does not comply with regulation 5;
(d)being required to complete an electronic transaction form or any other form provided by the Registrar for that purpose, fails to properly complete the form in accordance with the instructions contained in the form;
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(e)being required to attach any document to, or provide any information required in, the electronic transaction form provided by the Registrar for that purpose, fails to attach the document or provide the information, as the case may be; or
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(f)fails to pay the fees prescribed in the Variable Capital Companies (Fees and Late Lodgment Penalties) Regulations 2020 (G.N. No. S 26/2020) for the transaction.
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(4)  To avoid doubt, a reference to a refusal to process a transaction with the Registrar in paragraph (3) includes, where the transaction relates to the filing or lodging of a document with the Registrar, a refusal to accept the document for filing or lodgment.
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Receipt of submission
3A.—(1)  Without affecting regulation 3(3) and (4), any application, request or document transmitted by means of the electronic transaction system is considered to have been submitted to and received by the Registrar if the last byte of the transmission is received by the server designated by the Registrar for the receipt of such transmissions.
(2)  A person who files or lodges with the Registrar any application, request or document by means of the electronic transaction system may produce a record of transmission issued through the electronic transaction system together with a copy of the notification of acceptance of the transmission by the Registrar as evidence of —
(a)the filing or lodgment of the application, request or document; and
(b)the date and time the filing or lodgment took place.
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Identification documents
4.  The Registrar may require the production of the identity card or passport, or any other identification document that is acceptable to the Registrar, for the verification of the identity of any person who carries out any transaction with the Registrar or whose particulars are to be registered under the VCC Act.
Endorsements
5.  Where a form requires that it be endorsed by more than one person —
(a)the endorsement must be made —
(i)if the endorsement is made in respect of an application to register a VCC — within 60 days after the date on which the Registrar informs the applicant that the form is required to be endorsed; or
(ii)if the endorsement is made in respect of any other matter — within 14 days after the date on which the form is first lodged with the Registrar; and
(b)payment of the fee prescribed in the Variable Capital Companies (Fees and Late Lodgment Penalties) Regulations 2020 for the transaction to which the form relates must be made by the last person endorsing the electronic transaction.
General requirements for documents filed or lodged with Registrar
6.—(1)  Any document that is to accompany a form to be filed or lodged with the Registrar must —
(a)comply with the directions specified by the Registrar; and
(b)be filed or lodged in accordance with the directions specified in that form or by the Registrar.
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(2)  Without limiting paragraph (1), the directions specified in the form or by the Registrar may provide for the format in which the document (which is to accompany the form) is to be filed or lodged.
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PART 3
GENERAL PROVISIONS FOR FILING OR
LODGMENT OF DOCUMENTS
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Time for filing or lodging documents
7.  Where a form or document is required under the VCC Act or these Regulations to be filed or lodged with the Official Receiver or the Registrar but the period of time within which that form or document is to be filed or lodged is not prescribed, that form or document must be filed or lodged within 14 days after the occurrence of the event to which the form or document relates.
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Certified translations of documents
8.—(1)  For the purposes of section 397 of the Companies Act 1967 (as applied by section 158 of the VCC Act), “certified translation”, in relation to an instrument, a certificate, a contract or a document, or a certified copy of an instrument, a certificate, a contract or a document, that is required to be lodged by a VCC with the Official Receiver or the Registrar, means a translation that —
(a)in the case of a translation made outside Singapore —
(i)is certified by an official to whom the custody of the original instrument, certificate, contract or document is committed, being an official holding or purporting to hold an office corresponding to that of the Official Receiver or the Registrar (as the case may be) in the place in which the corporation is formed or incorporated;
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(ii)is certified by a notary public or a translator duly admitted and sworn in accordance with the law of the place in which the VCC is formed or incorporated; or
(iii)is certified by a Singapore consular officer in the place in which the VCC is formed or incorporated; or
(b)in the case of a translation made within Singapore, is certified by a person approved by the Official Receiver or the Registrar (as the case may be) to be a correct translation in the English language.
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(2)  The Official Receiver or the Registrar (as the case may be) may, before accepting a translation for lodgment, require the person lodging the translation to furnish to the Official Receiver or the Registrar (as the case may be) any evidence that the Official Receiver or the Registrar (as the case may be) thinks sufficient of the ability of the person by whom the translation is made to make the translation.
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(3)  In this regulation, “Singapore consular officer” means a Consul or a person performing consular functions on behalf of the Government.
Affidavit and statutory declaration
9.—(1)  Except as otherwise provided in the VCC Act, any subsidiary legislation made under the VCC Act (including these Regulations) or any form, an affidavit or statutory declaration sworn or declared on behalf of a corporation for the purpose of any of those written laws on behalf of a VCC must be sworn or declared by a director or the secretary of the corporation.
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(2)  Where an affidavit or a statutory declaration prescribed by the VCC Act or any subsidiary legislation made under the VCC Act (including these Regulations) purports to be sworn or declared at a place outside Singapore, the affidavit or statutory declaration is sufficient for the purposes of any of those written laws if it purports to be sworn or declared in accordance with the requirements of the law of that place.
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When filing or lodgment of documents with Registrar deemed filed or lodged with Official Receiver
10.  A document filed or lodged with, or delivered to, the Registrar in accordance with section 81(1) or (2), 83(1)(c)(i), 85(1)(a), 132(1) and (2)(a), 141(3), 148(3) or (6), 149(6), 165(7), 180(3) or (8), 186(4), 191(1) or (3), 208(2) or 211(5) of the IRDA (as applied by section 33(2), 125(1) or 130(1) of the VCC Act, as the case may be) is deemed to have been also filed or lodged with, or delivered to, the Official Receiver upon payment of the prescribed fees (if any) for both the filings or lodgments.
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Filing or lodgment of order of Court
10A.  Subject to regulation 10, a copy of an order of the Court to be filed or lodged with the Official Receiver or the Registrar under the VCC Act must, unless expressly provided in the applicable form, be filed or lodged in the form on the electronic filing system mentioned in regulation 2E or the electronic transaction system (as the case may be) that relates to the general filing or lodgment of orders of the Court.
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Prescribed form to notify error in document under section 12C(1) of Companies Act 1967 as applied by section 11 of VCC Act
10B.  For the purpose of section 12C(1) of the Companies Act 1967 (as applied by section 11 of the VCC Act), the “prescribed form” is the form titled “Notice of Error” set out on the electronic transaction system.
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Documents for registration of VCCs
11.—(1)  For the purposes of section 16(2)(a) of the VCC Act, the prescribed documents are —
(a)a duly completed application form in the applicable form; and
(b)a statement in the applicable form as to the compliance by each person to be appointed as a director of the VCC with the factors prescribed under section 53(3) of the VCC Act.
(2)  For the purposes of section 16(2)(d) of the VCC Act, the prescribed information is —
(a)the name of the proposed VCC;
(b)the business activities to be carried on by the proposed VCC;
(c)whether the proposed VCC has obtained the approval of any public authority that is required for —
(i)the carrying on of any business activity it proposes to carry on; or
(ii)the use of certain word or words in the name of the proposed VCC;
(d)whether the proposed VCC is an umbrella VCC;
(e)the period of —
(i)the first financial year of the proposed VCC; and
(ii)every subsequent financial year of the proposed VCC;
(f)the address of the proposed VCC’s registered office in Singapore;
(g)the working days and hours of the proposed VCC;
(h)the following particulars of each subscriber to the constitution of the proposed VCC:
(i)the subscriber’s name;
(ii)where the subscriber is an individual — the subscriber’s identity card number, work pass number or passport number;
(iii)where the subscriber is not an individual — the subscriber’s unique entity number;
(iv)the subscriber’s email address;
(i)the following particulars of each person to be appointed as a director of the proposed VCC:
(i)the person’s identity card number, work pass number or passport number;
(ii)the person’s nationality;
(iii)the person’s date of birth;
(iv)the person’s residential address;
(v)the person’s alternate address, if applicable;
(vi)the person’s contact number and email address;
(vii)whether the person is a director or qualified representative of another person who is to be appointed as the manager of the proposed VCC;
(j)the following particulars of each person to be appointed as a secretary of the proposed VCC:
(i)the person’s name;
(ii)the person’s identity card number, work pass number or passport number;
(iii)the person’s nationality;
(iv)the person’s date of birth;
(v)the person’s residential address;
(vi)the person’s alternate address, if applicable;
(vii)the person’s contact number and email address;
(k)the following particulars of the person to be appointed as the auditor of the proposed VCC:
(i)the person’s name;
(ii)the person’s unique entity number;
(iii)the address of the person’s registered office, or principal place of business, in Singapore;
(iv)the person’s contact number and email address;
(l)the following particulars of the person to be appointed as the manager of the proposed VCC:
(i)the person’s unique entity number;
(ii)the address of the person’s registered office, or principal place of business, in Singapore;
(m)a confirmation that each person to be appointed as a director of the VCC —
(i)has consented to act as a director of the VCC;
(ii)is not disqualified from acting as director of the VCC; and
(iii)has filed with the Registrar a statement mentioned in section 49(b) of the VCC Act in accordance with that provision;
(n)a confirmation that each person to be appointed as a secretary of the VCC has consented to act as a secretary of the VCC; and
(o)a confirmation that the person to be appointed as the manager of the VCC —
(i)has consented to act as the manager of the VCC; and
(ii)is a person mentioned in section 46(2) of the VCC Act.
(3)  The confirmation mentioned in paragraph (2)(m), (n) and (o) must be lodged with the Registrar in the applicable form.
(4)  Where a registered corporate service provider is engaged to make an application to register a VCC, the information mentioned in paragraph (2) may be provided by the registered corporate service provider.
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Documents for registration of sub‑funds
12.  An application by an umbrella VCC for the registration of its sub‑fund must be made in the applicable form.
Annual returns by VCCs
13.  For the purposes of section 97(3) of the VCC Act, a return to be lodged by a VCC as mentioned in section 97(1) of the VCC Act —
(a)must be in the applicable form;
(b)must contain the following particulars and information:
(i)whether the VCC is an umbrella VCC;
(ii)the name of the VCC and each of its sub‑funds, if any;
(iii)the unique entity number of the VCC and each of its sub-funds, if any;
(iv)the address of the registered office of the VCC;
(v)the investment strategy of the VCC and each of its sub‑funds, if any;
(vi)the name of the manager of the VCC;
(vii)the following particulars of each director of the VCC:
(A)the director’s name;
(B)the director’s identity card number, work pass number or passport number;
(C)the director’s nationality;
(D)the director’s date of appointment or re‑appointment, as the case may be; and
(c)must be accompanied by the following documents which concern the financial year of the VCC in respect of which the return is lodged and are prepared in accordance with Part 8 of the VCC Act:
(i)the statement of directors of the VCC;
(ii)the financial statements of the VCC;
(iii)the report of the VCC’s auditor on the financial statements mentioned in sub‑paragraph (ii).
Satisfaction and release of property from charge
14.—(1)  For the purposes of section 136(1) of the Companies Act 1967 (as applied by section 42 of the VCC Act), a statement of satisfaction in whole or in part of the debt for which a charge was given by a VCC, or of the fact that the property or undertaking or any part of the property or undertaking has been released from a registered charge or has ceased to form part of the property or undertaking of the VCC or its sub‑fund (as the case may be), must be lodged in the applicable form.
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(2)  The statement mentioned in paragraph (1) must be endorsed by a statement by the chargee of the registered charge, as mentioned in section 136(2) of the Companies Act 1967 (as applied by section 42 of the VCC Act) —
(a)before the firstmentioned statement is lodged with the Registrar; or
(b)within 3 days after the lodgment of the firstmentioned statement with the Registrar.
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Variation of charge
15.—(1)  A VCC may lodge the applicable form with the Registrar to report any variation of the particulars mentioned in paragraph (2) in respect of a charge that is registered under —
(a)section 131 of the Companies Act 1967 (as applied by section 42 of the VCC Act); or
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(b)section 43 of the VCC Act.
(2)  For the purposes of paragraph (1), the particulars are —
(a)the particulars of the chargee; and
(b)an increase in the charged amount.
16.  [Deleted by S 173/2026 wef 01/04/2026]
17.  [Deleted by S 173/2026 wef 01/04/2026]
18.  [Deleted by S 173/2026 wef 01/04/2026]
Made on 13 January 2020.
TAN CHING YEE
Permanent Secretary,
Ministry of Finance,
Singapore.
[F14.1.47; AG/LEGIS/SL/341A/2015/11 Vol. 1]

Archived for legal research. Authoritative version at sso.agc.gov.sg.