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Variable Capital Companies Act 2018

(No. 44 of 2018)

Status:

Published in Acts Supplement
on 12 Nov 2018

Print

Select the provisions you wish to print using the checkboxes and then click the relevant "Print"

Variable Capital Companies Act 2018
(No. 44 of 2018)

Table of Contents

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

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Table Of Contents

Variable Capital Companies Act 2018

Status:

Published in Acts Supplement
on 12 Nov 2018

Variable Capital Companies Act 2018 (No. 44 of 2018)

Print
Help

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

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

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

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.

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

Variable Capital Companies Act 2018

Status:

Published in Acts Supplement on 12 Nov 2018

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Suspension of actions and proceedings in respect of VCC

118.—(1) Section 240 of the Companies Act applies in relation to a declared VCC as it applies in relation to a declared company under Part IX of that Act, subject to section 5 and subsection (2).

(2) Where the investigation relates solely to a sub-fund of an umbrella VCC that is a declared VCC, then section 240 of the Companies Act only applies to an action or proceeding in respect of any instrument mentioned in that section that is made, drawn or accepted by, or issued, transferred, negotiated or endorsed by or to the VCC on behalf of the sub-fund.

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