The Definitive Guide to Variable Capital Company (VCC) Incorporation in Singapore (2025/2026)

Master Singapore VCC incorporation with our expert guide. From ACRA name application to MAS tax incentives and grant schemes, learn how to set up your investment fund efficiently.

The Definitive Guide to Variable Capital Company (VCC) Incorporation in Singapore (2025/2026) | Bestar

VCC Incorporation Guide: Strategy & Steps

The Definitive Guide to Variable Capital Company (VCC) Incorporation in Singapore (2025/2026)

Why the VCC is the "Gold Standard" for Singapore Funds

Since its launch in 2020, the Variable Capital Company (VCC) has revolutionized Singapore’s asset management landscape. Unlike traditional private limited companies, the VCC is purpose-built for investment funds, offering:

• Capital Flexibility: Issue and redeem shares at Net Asset Value (NAV) without shareholder approval. Net Asset Value

  
  

• Dividend Freedom: Pay dividends out of capital, not just profits.

  
  

• Privacy: The register of members is not public.

  
  

• Umbrella Structure: Manage multiple sub-funds under one entity to share costs and service providers.

Pre-Incorporation Checklist: What You Need First

Before hitting the ACRA VCC Portal, ensure you have these five pillars ready:

1. Appoint a Permissible Fund Manager

A VCC cannot be self-managed. You must appoint a fund manager that is:

• Licensed by MAS (LFMC);

  
  

• Registered with MAS (RFMC); or

  
  

• Exempted under the Securities and Futures Act (SFA).

2. Composition of the Board

• At least one director must be ordinarily resident in Singapore.

  
  

• At least one director (can be the same person) must be a director or qualified representative of the fund manager.

  
  

• All directors must meet MAS “Fit and Proper” criteria.

3. Service Providers

• Company Secretary: Must be a Singapore resident (appointed within 6 months).

  
  

• Auditor: Must be a Singapore-based accounting entity (appointed within 3 months).

  
  

• Custodian: Required for most funds (exceptions for PE/VC funds).

Step-by-Step VCC Incorporation Process

Step 1: Name Application (ACRA)

• Fee: SGD $15.

• Process: Submit via the VCC BizFile Portal.

• Validity: Once approved, the name is reserved for 120 days.

• Pro Tip: Your VCC name must include "VCC" at the end.

Step 2: Lodge the Incorporation Application

• Fee: SGD $8,000.

  
  

• Processing Time: 14 to 60 days (if referred to other authorities).

  
  

• Requirements:

  
  

  • Details of the approved name.

  • VCC Type (Standalone or Umbrella).

  • Constitution (must be uploaded in PDF).

  • Financial Year End (FYE) details.

  • Registered Office Address (must be a physical Singapore address).

Step 3: Online Endorsement

Once submitted, all appointed officers (Directors, Subscribers, Secretary) will receive an email. They must log in to BizFile to endorse their appointment within 60 days.

Strategic Advantage: Grants & Tax Incentives

The VCC Grant Scheme (VCCGS)

The MAS Financial Sector Development Fund currently co-funds 30% of qualifying expenses (capped at SGD $30,000 per VCC). Qualifying costs include:

• Legal and tax advisory services.

• Administration and regulatory compliance.

Tax Exemption Schemes (Section 13O & 13U)

VCCs are eligible for the Singapore Resident Fund (13O) and Enhanced Tier Fund (13U) schemes. This provides:

• Tax exemption on "Specified Income" from "Designated Investments."

• Access to Singapore’s 90+ Double Tax Agreements (DTAs).

Common Pitfalls to Avoid

1. Failing the "Fit and Proper" Test: Ensure all directors have a clean regulatory track record.

   
   

2. Inconsistent FYE: For umbrella VCCs, all sub-funds must share the same Financial Year End.

   
   

3. Late Sub-fund Registration: New sub-funds must be registered within 7 days of formation.

Comparison: Standalone vs. Umbrella VCC

Feature	Standalone VCC	Umbrella VCC
Structure	Single pool of assets	Multiple sub-funds
Legal Personality	One legal entity	One entity; sub-funds are "ring-fenced"
Cost Efficiency	High setup cost/fund	Shared costs (Audit, Board)
Best For	Single strategy funds	Multi-strategy or Series funds

Ready to Scale Your Fund?

Incorporating a VCC is a high-stakes process. While the ACRA portal is the gateway, the strategy lies in your Constitution and Tax Structuring.

[Free] Singapore VCC Incorporation & Compliance Checklist (2026 Edition)

This checklist is structured to be "bookmark-worthy," covering not just the basic ACRA steps but also the critical MAS compliance and tax incentive requirements that high-net-worth investors and fund managers look for.

Before you begin your application on the VCC BizFile portal, use this checklist to ensure your fund is structured for success and eligible for tax exemptions.

Phase 1: Structural Setup & Service Providers

• [ ] Identify Permissible Fund Manager: Must be a holder of a Capital Markets Services (CMS) license (LFMC), a Registered Fund Management Company (RFMC), or a specifically exempted entity.

• [ ] Appoint Resident Director: At least one director must be ordinarily resident in Singapore.

• [ ] Appoint Fund Representative Director: At least one director (can be the same as above) must be a director or qualified representative of the fund manager.

• [ ] Select VCC Type: Standalone VCC or Umbrella VCC (with multiple sub-funds).

• [ ] Draft Constitution: Ensure it includes VCC-specific clauses (e.g., segregation of assets/liabilities for umbrella structures).

• [ ] Appoint Company Secretary: Must be appointed within 6 months of incorporation.

• [ ] Appoint Auditor: Must be a Singapore-based accounting entity (appointed within 3 months).

Phase 2: ACRA Name Application

• [ ] Check Name Availability: Must not be identical or "confusingly similar" to existing entities.

• [ ] Include "VCC" Suffix: The entity name must officially end with "VCC."

• [ ] Pay Application Fee: SGD 15 via the VCC BizFile portal.

• [ ] Monitor Expiry: Reservation lasts 120 days. Mark the expiry date in your calendar.

Phase 3: The Incorporation Lodgement

• [ ] Prepare Officer Details: Passports/NRICs, residential addresses, and email addresses for all directors, subscribers, and the secretary.

• [ ] Registered Office Address: A physical Singapore address (cannot be a P.O. Box).

• [ ] Define Financial Year End (FYE): Vital for aligning tax filings across sub-funds.

• [ ] Lodge Application: Fee is SGD 8,000.

• [ ] Online Endorsements: Ensure all officers log in to endorse their appointments within 60 days of lodgement.

Phase 4: Post-Incorporation & Tax (The "Value" Step)

• [ ] Register Sub-funds (if Umbrella): Each sub-fund requires a separate registration and fee (approx. SGD 400).

• [ ] Apply for Tax Incentives: Determine eligibility for Section 13O (Singapore Resident Fund) or Section 13U (Enhanced Tier Fund) schemes.

• [ ] Check Grant Eligibility: Check if your fund manager is a "first-time" applicant for the VCC Grant Scheme (covers up to 30% of setup costs).

• [ ] Open Corporate Bank Account: Prepare your BizFile, Constitution, and AML/KYC documents for the bank.

• [ ] AML/CFT Framework: Establish policies for investor onboarding and ongoing monitoring as per MAS requirements.

Book a Consultation with our Fund Specialists

Bestar Singapore Fund Specialists: Your Partner in VCC Excellence

The Definitive Guide to Variable Capital Company (VCC) Incorporation in Singapore (2025/2026)

In the competitive landscape of global wealth management, the Singapore Variable Capital Company (VCC) has emerged as the premier vehicle for investment funds. At Bestar, we don’t just register companies; we provide a strategic launchpad for fund managers, family offices, and institutional investors.

As leading Singapore Fund Specialists, Bestar navigates the complexities of MAS regulations and ACRA compliance so you can focus on what matters: generating alpha.

Why Choose Bestar for Your VCC Setup?

The technical process of incorporation is only 20% of the journey. Bestar bridges the gap between regulatory requirements and operational efficiency.

1. Integrated Fund Ecosystem

Unlike boutique firms, Bestar provides an integrated suite of services, ensuring your fund structure is seamless from day one:

• Licensing Support: Assistance for CMS and RFMC fund managers.

  
  

• Compliance & AML/CFT: Robust frameworks to meet MAS standards.

  
  

• Tax Advisory: Specialized structuring for Section 13O and 13U incentives.

  
  

• Corporate Secretarial & Audit: Full-service back-office support.

2. Specialized VCC Tax Optimization

We ensure your VCC is not just compliant, but tax-efficient. Our specialists analyze your asset classes to determine the optimal path for:

• Section 13O (Singapore Resident Fund Scheme)

  
  

• Section 13U (Enhanced Tier Fund Scheme)

  
  

• GST Simplified Accounting for Funds

Our VCC Incorporation Roadmap

Bestar’s proven methodology reduces incorporation lead times by up to 30%.

Phase	Milestone	Bestar’s Added Value
01	Structure Design	We help you choose between a Standalone or Umbrella VCC based on your scaling goals.
02	Officer Appointment	We provide access to qualified resident directors who meet MAS fit-and-proper criteria.
03	ACRA Lodgement	Precise drafting of the VCC Constitution to prevent delays or rejection.
04	Grant Application	We assist in claiming the VCC Grant Scheme, potentially saving you up to SGD 30,000.

Navigating the 13O/13U Tax Incentive Landscape

Comparison of popular schemes as of 2026.

• Section 13O: Ideal for smaller funds or family offices with a minimum AUM of SGD 20 Million.

  
  

• Section 13U: No minimum AUM at the point of application, but requires SGD 50 Million at the point of approval. Ideal for large-scale institutional funds.

  
  

Expert Insight from Bestar: "The transition from a traditional private limited fund to a VCC requires careful handling of 'Relief for Transfers.' Bestar ensures your asset migration is tax-neutral."

What Our Clients Are Saying

"Bestar’s fund specialists handled our umbrella VCC setup with incredible precision. They managed everything from the sub-fund registration to the MAS tax exemption application, allowing our team to focus entirely on investor relations." — Managing Director, ASEAN Private Equity Firm

Ready to Launch Your Fund in Singapore?

Don’t leave your fund’s legal and tax structure to chance. Partner with Bestar, the specialists who understand the nuances of the Singapore VCC.

Take the Next Step:

1. [Download the Bestar VCC Cost Guide] – Get a transparent breakdown of setup and maintenance fees.

   
   

2. Book a Strategy Call – Speak directly with a Bestar Fund Specialist today.

Strategic Cost Comparison Table: Singapore VCC vs. Cayman/BVI Offshore Alternatives (2026)

While Cayman and BVI have historically led the market, the Singapore VCC now offers a competitive edge in terms of tax treaties and onshore substance, which are increasingly critical for global compliance.

Feature	Singapore VCC	Cayman Islands SPC	BVI Approved Fund
Primary Regulator	MAS & ACRA	CIMA	BVI FSC
Typical Setup Cost	USD 35,000 – 55,000	USD 40,000 – 70,000	USD 15,000 – 25,000
Annual Running Cost	USD 25,000+	USD 30,000+	USD 10,000+
Tax Treaty Access	High (90+ DTAs)	None (Tax Neutral)	None (Tax Neutral)
Sub-Fund Segregation	Statutory Ring-fencing	Statutory Ring-fencing	Segregated Portfolios
Grant Availability	Up to SGD 30,000	None	None
Best For	Asia-focused, HNWIs, ESG	Global Hedge Funds	Emerging Managers

Not sure which jurisdiction is right for you? Get a Free Structure Assessment from Bestar.

Why the "True Cost" of Offshore is Rising

In 2026, the gap between "onshore" Singapore and "offshore" jurisdictions has narrowed due to:

1. Economic Substance Requirements: Cayman and BVI now require more local reporting, narrowing the cost advantage.

   
   

2. Increased Audit Fees: Global tax transparency (OECD Pillar Two) has increased the complexity of offshore audits.

   
   

3. The "VCC Grant" Advantage: With the MAS VCCGS co-funding up to 30% of setup costs, the net cost of launching in Singapore is often lower than in Cayman.

Bestar’s "Right-Fit" Advisory

At Bestar, we don't just push one jurisdiction. We analyze your Investor Base, Asset Type, and Exit Strategy to recommend the structure that maximizes your net returns.

• Targeting Asian LPs? The VCC is the gold standard for regional credibility.

  
  

• Need Speed to Market? We can expedite name reservations and lodgements.

  
  

• Cost-Sensitive? We’ll help you structure an umbrella VCC to share costs across sub-funds.

"VCC vs. Private Limited Company" Comparison for Family Offices

For family offices, the choice between a Private Limited Company (Pte Ltd) and a Variable Capital Company (VCC) isn't just about administrative preference—it's about the long-term vision for wealth preservation, privacy, and capital mobility.

In 2026, the VCC has become the preferred choice for sophisticated families, but the "Standard Company" still holds value for simpler portfolios. Below is the comparison.

VCC vs. Private Limited: Which is Best for Your Singapore Family Office?

As a Singapore Fund Specialist, Bestar frequently helps families navigate this crossroads. While both entities are corporate bodies, they are governed by different laws (VCC Act vs. Companies Act) and offer vastly different operational freedoms.

The Strategic Comparison: At a Glance

Feature	Private Limited (Pte Ltd)	Variable Capital Company (VCC)
Governance	Companies Act	VCC Act
Primary Use	General business or simple holding	Investment Funds Only
Share Redemptions	Requires shareholder approval/solvency tests	Automatic at Net Asset Value (NAV)
Dividend Payouts	From Profits only	From Profits OR Capital
Public Privacy	Register of Directors/Shareholders is public	Register of Members is private
Multi-Strategy	One pool; no statutory segregation	Umbrella structure with segregated sub-funds
Tax Incentives	Eligible for 13O / 13U	Eligible for 13O / 13U
Fund Manager	Can be self-managed (SFO)	Must have a Permissible Fund Manager

3 Reasons the VCC is the "Family Office Favorite" in 2026

1. Privacy for Ultra-High-Net-Worth Families

Under a standard Pte Ltd, anyone can purchase a "Business Profile" from ACRA to see exactly who owns the company and how much they hold.

• The VCC Advantage: The register of members is not public. This provides families with an essential layer of confidentiality while remaining fully transparent to regulators like the MAS and IRAS.

2. Generational Segregation (The Umbrella Structure)

If a family has different investment appetites (e.g., G1 wants low-risk bonds, G2 wants high-growth VC), a Pte Ltd forces them to co-mingle assets.

• The VCC Advantage: Using an Umbrella VCC, the family can create separate sub-funds for different asset classes or different branches of the family. If one sub-fund faces a legal claim, the assets of the other sub-funds are statutorily ring-fenced and protected.

3. Effortless Capital Mobility

In a Pte Ltd, returning capital to family members is a legal hurdle involving buy-backs or capital reduction exercises.

• The VCC Advantage: Capital is inherently "variable." Shares are issued and redeemed at NAV without needing shareholder resolutions. This makes the VCC feel more like a bank account and less like a rigid legal cage.

When Should You Stick to a Private Limited Company?

Despite the VCC’s popularity, a Private Limited Company may still be the right choice if:

• The AUM is under SGD 5M: The 2026 tax incentive updates (Section 13O) now require a minimum of SGD 5M for fund vehicles.

  
  

• Non-Investment Activity: If the entity will also hold operating businesses, real estate management companies, or "lifestyle" assets, the VCC is not permissible.

  
  

• Simplicity: For a single family member holding a single asset class with no intent to trade frequently.

Bestar’s Recommendation for 2026

If you are applying for the Global Investor Programme (GIP) or setting up a Single Family Office (SFO) with at least SGD 20M AUM, the VCC is almost always the superior choice for its scalability and privacy.

How Bestar Helps Family Offices:

• VCC Feasibility Study: We analyze your asset types to see if they fit the "Designated Investments" for tax exemptions.

  
  

• Redomiciliation: We help families move their offshore BVI or Cayman structures into a Singapore VCC without losing their investment track record.

  
  

• Compliance Management: From resident directors to AML/KYC for family members, we handle the "heavy lifting."

[CTA: Download our "VCC for Family Offices" Whitepaper] [Talk to a Specialist about 13O/13U Tax Structuring]

Schedule a Consultation

1. Keywords: Use terms like "MAS Section 13O, "Umbrella Sub-fund segregation," and "Qualified Representative."

2. Linking: Link to the official VCC BizFile portal and our own services.

3. Linking: Link to our "Corporate Secretarial" and "Audit" service pages.

4. Keywords: "Family Office Singapore," "VCC vs Private Limited," "13O vs 13U for families," "Umbrella VCC benefits."

5. Interlinking: Link to the "Bestar Fund Specialists" page.