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Variable Capital Companies Act 2018
(No. 44 of 2018)
Status:
 
Published in Acts Supplement
on 12 Nov 2018
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Table Of Contents
Variable Capital Companies Act 2018
Status:
 
Published in Acts Supplement
on 12 Nov 2018
Please check the legislation timeline to ensure that you are viewing the correct legislation version. See also FAQ B3.
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  •  
     
  • 02 Jan 2021
    Amended by
    Act 40 of 2019
  • 15 Jan 2020
    Amended by
    Act 28 of 2019
  • 14 Jan 2020
    Act 44 of 2018
  •  
     
Table of Contents
  •  
  • Variable Capital Companies Act 2018
    (No. 44 of 2018)
  • Long Title
  • Enacting Formula
  • Part 1 PRELIMINARY
    •   1 Short title and commencement
    •   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 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
    •   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 and cancellation of shares in section 22(6) and (11)
    •   25 Application of other provisions of Part III of Companies Act
    •   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 IV of Companies Act
  • Division 2 — Debentures
    •   37 Application of provisions of Division 5 of Part IV of Companies Act
  • 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 IV of Companies Act
  • 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 and Companies Act
  • 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 VIII of Companies Act
    •   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 X of Companies Act
  • 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 XII of Companies Act, 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 and related amendments to other Acts
  • FIRST SCHEDULE Modifications of Part X of Companies Act in its application to winding up of a sub-fund of an umbrella VCC
  • SECOND SCHEDULE Content of Directors’ statement
  • THIRD SCHEDULE Provisions for Application of section 162
Whole Document
Variable Capital Companies Act 2018
Status:
Published in Acts Supplement on 12 Nov 2018
  • Timeline
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  • Document
  • Provision
  • 14 Jan 2020
    Act 44 of 2018
  • 15 Jan 2020
    Amended by
    Act 28 of 2019
  • 02 Jan 2021
    Amended by
    Act 40 of 2019
  •  
14 Jan 2020
15 Jan 2020
2 Jan 2021

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Last updated on 25 Jan 2021