Variable Capital Companies Act 2018
Table of Contents
Long Title
Part 1 PRELIMINARY
1 Short title
2 General interpretation
3 Affairs of corporation or sub-fund
4 When corporations related to each other
5 Purpose of Act and application of Companies Act provisions in this Act
6 Application of Companies Act 1967 to VCC, etc.
Part 2 ADMINISTRATION OF ACT
7 Application of Part
8 Administration of Act and appointment of Registrar of VCCs, etc.
9 Registers, etc.
10 Electronic transaction system
11 Rectification of registers
12 Enforcement of duty to make returns
13 Relodgment of lost registered documents, and size, durability and legibility of documents lodged with Registrar
14 VCC auditors
Part 3 CONSTITUTION OF VCC
15 Object of VCC
16 Registration of VCC
17 Members of VCC
17A Minimum of one member
18 Duty to refuse registration
19 Constitution of VCC
20 Alteration of constitution
21 Name of VCC
22 Membership of holding company
23 Rights attached to shares in section 22(6) and (11)
24 Disposal of shares in section 22(6) and (11)
25 Application of other provisions of Part 3 of Companies Act 1967
26 Holding out as VCC
Part 4 SUB-FUNDS
27 Registration of sub-fund
28 Duty to provide certain information to Registrar
29 Segregated assets and liabilities of sub-funds
30 Disclosure of sub-fund details
31 Cross sub-fund investment
32 Further matters about sub-funds
33 Winding up of sub-fund
Part 5 SHARES, DEBENTURES AND CHARGES
Division 1 — Shares
34 Shares of VCC
35 Power to repurchase or redeem own shares
36 Application of provisions of Division 3 of Part 4 of Companies Act 1967
Division 2 — Debentures
37 Application of provisions of Division 5 of Part 4 of Companies Act 1967
Division 3 — Title and transfer of shares and debentures
38 Duties of VCC with respect to allotments and transfers
39 Certificate is evidence of title
40 Transfer of shares or debentures
41 Application of other provisions of Division 7 of Part 4 of Companies Act 1967
Division 4 — Charges
42 Registration of charges
43 Duty of VCC to register charges existing on property acquired
Part 6 MANAGEMENT AND ADMINISTRATION
Division 1 — Preliminary
44 Interpretation of this Part
Division 2 — Office and name
45 Registered office, office hours, and publication of name and registration number
Division 3 — Managers
46 Manager
47 Restrictions on naming of manager in document or register
Division 4 — Directors and secretaries
Subdivision 1 Preliminary provisions
48 VCC must have certain description of director, etc.
49 Restrictions on naming of director in document or register
50 Appointment of directors
51 Validity of acts of directors and secretary
52 Removal of director
Subdivision 2 Qualifications and disqualifications of directors and officers
53 Directors must be fit and proper persons
54 Qualification of director
55 Restriction on undischarged bankrupt
56 Disqualification of unfit director of insolvent VCC
57 Disqualification of director of VCC wound up on grounds of national security or interest
58 Disqualification of director on conviction of certain offences, etc.
59 Disqualification and debarment from being director or secretary in connection with default in filing documents under this Act
60 Disqualification for being director of not less than 3 VCCs that were struck off within 5‑year period
61 Disqualification under Limited Liability Partnerships Act 2005 and Companies Act 1967
61A Debarment under Companies Act 1967
Subdivision 3 Duties and powers of directors, etc.
62 Disclosure by director of interests in transactions, property, offices, etc.
63 Duty and liability of officers, etc.
64 Powers of directors
65 Loans and quasi-loans to directors, credit transactions and related arrangements, etc., and related provisions
66 Register of director’s shareholdings
67 Disclosure of director’s emoluments and general duty to make disclosure
68 Payments to director for loss of office, and director’s emoluments
Subdivision 4 Secretaries
69 Secretary
Division 5 — Provisions applicable to officers
70 Officer liability, insurance and third party indemnity
71 Registers of directors, secretaries, auditors and managers
72 Duty to provide information
73 Duty to keep consents of directors, secretaries and managers
74 Self-notification in certain circumstances
75 Provision of residential address to Registrar
76 When residential address may be entered in register in place of alternate address
Division 6 — Meetings and proceedings
77 Annual general meeting
78 When VCC need not hold annual general meeting
79 Convening of extraordinary general meeting on requisition and calling of meetings
80 Other provisions as to meetings and resolutions
Division 7 — Register of members
81 Register of members
82 Inspection of register
Part 7 INTERNATIONAL OBLIGATIONS AND PREVENTION OF MONEY LAUNDERING, TERRORISM FINANCING AND OTHER OFFENCES
Division 1 — Directions and regulations to implement international obligations and prevent money laundering and terrorism
83 Directions and regulations to discharge Government’s international obligations
84 Requirements for prevention of money laundering and terrorism financing
85 Inspection of VCCs for compliance with directions and regulations
Division 2 — Assistance to foreign authorities and domestic authorities
86 Interpretation of this Division
87 Purpose of Division
88 Assistance to AML/CFT authorities
89 Assistance to domestic authorities
90 Other provisions applicable to sections 88 and 89
91 Inspection by AML/CFT authority
Division 3 — Miscellaneous provisions
92 Corporate offenders and unincorporated associations
93 Composition of offences
94 MAS officers, etc., treated as public officers
95 Power to exempt and to make regulations for further modifications
Part 8 ANNUAL RETURN, FINANCIAL STATEMENTS AND AUDIT
Division 1 — Interpretation
96 Interpretation of this Part
Division 2 — Annual return
97 Annual return
Division 3 — Financial statements
98 Financial year
99 Accounting records and systems of control
100 Financial statements and consolidated financial statements
101 Retention of documents laid before VCC at annual general meeting
102 When directors need not lay financial statements before VCC
103 Relief from requirements as to form and content of financial statements, consolidated financial statements and directors’ statement
104 Defective financial statements, or consolidated financial statements and balance sheet
105 Members of VCC entitled to financial statements, etc.
106 Penalty
Division 4 — Audit
107 Appointment and remuneration of auditors
108 Resignation of auditor of VCC
109 Other provisions concerning auditors
Part 9 INVESTIGATIONS
110 Interpretation of this Part
111 Power to declare VCC
112 Appointment and powers of inspector
113 Investigation of affairs of VCC by inspectors at direction of Minister
114 Reports of inspectors
115 Investigation of affairs of related corporation
116 Procedure and powers of inspector
117 Costs of investigations
118 Suspension of actions and proceedings in respect of VCC
119 Winding up of VCC
120 Appointment and powers of inspectors to investigate ownership of VCC
121 Power to require information as to persons interested in shares or debentures
122 Power to impose restrictions on shares or debentures
123 Inspectors appointed in other countries
124 Miscellaneous provisions
Part 10 RECEIVERS AND MANAGERS
125 Application of Part 8 of Companies Act 1967
126 Statement that receiver appointed
127 Payment of certain debts out of assets subject to floating charge in priority to claims under charge
128 Enforcement of duty of receiver, etc., to make returns
Part 11 WINDING UP
129 Disqualification of liquidators
130 Application of Part 10 of Companies Act 1967
Part 12 TRANSFER OF REGISTRATION
131 Foreign corporate entities to which this Part applies
132 Interpretation of this Part
133 Name of VCCs to be registered under this Part
134 Application for registration
135 Registration
136 When registration must be refused
137 Effect of registration
138 Revocation of registration
139 Duty of VCC to register pre-existing charges
140 Duties of VCC with respect to issue of certificates
141 Regulations
Part 13 GENERAL PROVISIONS
Division 1 — Remedies of members and debenture holders for oppression, etc.
142 Personal remedies in cases of oppression or injustice, and derivative or representative action
Division 2 — Offences
143 Application
144 Application of provisions of Division 2 of Part 12 of Companies Act 1967, etc.
145 False statements or reports
146 Obtaining payment, etc., to VCC by false promise of officer or agent of VCC
147 Default penalties
148 Composition of offences
Division 3 — Other general provisions
149 Service of documents
150 Electronic transmission of documents
151 Costs of proceedings and security for costs
152 Disposal of shares of shareholder whose whereabouts are unknown
153 Power to grant relief
154 Irregularities
155 Inspection of books of VCC and related provisions
156 Production and inspection of books or papers where offence suspected
157 VCC records
158 Translations of instruments, etc.
159 Certificate of incorporation is conclusive evidence
160 Court may compel compliance
161 Disclosure of information by Registrar to MAS
162 Disclosure of information by MAS to ACRA or Registrar
163 Appeals against act or decision of Registrar
164 Rules of Court
165 Regulations
166 Amendment of Schedules
167 Consequential amendments to other Acts
Legislative History
Abbreviations
Comparative Table