PART 3 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. |
|
|
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). [28/2019] |
|
(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. |
|
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. |
|
| 17A. A VCC must have at least one member. [28/2019] |
| 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. |
|
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. [28/2019] |
| (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. [28/2019] |
(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. [28/2019] |
|
| (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. [28/2019] |
|
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 X of the Companies Act (as the case may be) — a period of at least 2 years has passed after the date of dissolution; or | | (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 130, 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; |
| | (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). [28/2019] |
|
| (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). [28/2019] (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. [28/2019] |
|
(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; [S 695/2024] | | (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. |
|
|
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. |
|
|
