Disclaimer (Sample Message)

Disclaimer (Sample Message)

JCube Capital Partners (JCP) holds a Capital Market Services License issued by the Monetary Authority of Singapore (MAS).

The material in this presentation has been prepared by JCube Capital Partners Pte Ltd UEN 201827095M and consists of general background information about <Fund Name> activities as at the date of this presentation. This information is given in summary form and does not purport to be complete. Information in this presentation, including any methodological information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities, other financial products, instruments, or investment projects, and does not take into account your particular investment objectives, financial situation or needs.

Any information contained in this presentation is directed only at accredited investors as defined under the Securities and Business (Conduct of Business) Regulations to be read with the Securities and Futures Act (Cap. 289) of Singapore. The information in this presentation is not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to the applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where JCube Capital Partners Pte Ltd is not authorized to provide such information or services. Accredited investors and institutions are expected to conduct their own research and due diligence to validate any information that is presented in the material. The material has not been reviewed nor approved by the Monetary Authority of Singapore (MAS) and is for reference only.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)


Published : 9 June 2022

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

A most promising area of growth is sustainable finance where singapore aspire to support Asia’s transition to a low carbon economy. 

  • The task of reducing emissions is urgent, as pointed out by the most recent report of the United Nations Intergovernmental Panel on Climate Change.

  • All sectors of the economy need to achieve progressive and deep emission reductions.

  • Some US$2 trillion in infrastructure investments will be needed over the next decade to enable Southeast Asia’s transition towards sustainabilityBain & Company, Microsoft and Temasek, Southeast Asia’s Green Economy: Opportunities on the Road to Net Zero, 2021..

Developing strategies to build a comprehensive ecosystem for green and transition financing.

  • Aligning financing efforts with credible sectoral transition plans, that provide clarity about transition pathways and carbon emission targets. This in turn generates investor confidence and catalyses greater sustainable finance flows.

  • Promoting blended finance solutions, where targeted risk sharing by governments or multilateral development banks can crowd in private capital more effectively.

  • Stepping up efforts to enhance collection of emissions data, develop credible transition taxonomies, and implement consistent climate-related reporting and disclosure standards.

    • One key initiative which MAS has embarked on with the industry is Project Greenprint, which comprises common utility platforms.

    • These platforms will harness technology to address the financial sector’s sustainability data needs, and enable a more transparent, trusted and efficient ESG ecosystem that can catalyse green and sustainable finance.


One of the most encouraging aspects of the strong growth of the financial sector is the number of good jobs that are being created.

  • MAS estimates that there will be more than 9,400 new hiring opportunities for permanent roles in the financial sector in 2022MAS-IBF Employment Outlook Survey 2022..

  • More than 3,000 jobs will be in technology.
    • Software developers and engineers continue to have the highest demand, with more than 700 opportunities.

    • They support a wide range of exciting activities, such as designing and developing digital finance services; applying blockchain technology in trade finance; and using artificial intelligence to detect fraud and money laundering.


  • There will also be interesting new roles in sustainable finance.
    • These range from execution of ESG transactions to advisory services and product development.

    • Many of these jobs will draw on traditional finance expertise such as product structuring, risk management, reporting and pricing, but layered and infused with new knowledge on sustainability.

Climate change is a global existential challenge. Singapore, being a low-lying city state, is particularly vulnerable to the effects of climate change.

Singapore is fully committed to the global climate action, and will play its part as a responsible member of the international community.

In 2021, Singapore launched the Singapore Green Plan 2030 (“Green Plan”), a whole- of-nation movement to advance the national agenda on sustainable development. The Green Plan charts concrete targets over the next 10 years, strengthens Singapore’s commitments under the United Nations’ 2030 Sustainable Development Agenda and Paris Agreement, and positions us to achieve our long-term aspiration of net zero emissions.

The green transition will be a new engine for jobs creation and growth across the economy. This includes the greening of traditional sectors such as aviation, energy, and tourism, as well as the emergence of new sectors such as green finance, carbon services and low-carbon technologies. The Government will work in partnership with the private sector to provide an enabling environment for businesses and workers to take advantage of these new growth opportunities.

To support Singapore’s decarbonisation efforts and deepen Singapore’s green finance market, the Government announced at Budget 2022 that the public sector will take the lead by issuing up to S$35 billion of green bonds by 2030. This will include bonds issued by the Government as well as Statutory Boards.

These public sector green bond issuances will serve as reference for the corporate green bond market, deepen market liquidity for green bonds, and attract green issuers, capital, and investors. This paves the way for greater private sector green finance activity.





The Government has published a national Green Bond Framework (“Framework”), which lays the foundation for the issuance of green bonds by the Government under the Significant Infrastructure Government Loan Act 2021 (“SINGA”), and serves as a reference for Statutory Boards’ respective green bond frameworks.

Singapore Sovereign Green Bonds,
also known as Green Singapore Government Securities (“SGS”) (Infrastructure), will be used to finance major, long-term green infrastructure in Singapore that qualify under the Framework. Borrowing for such infrastructure spreads the costs across the generations that would benefit from these projects.

Examples of eligible green SINGA projects include the upcoming Cross Island Line and Jurong Region Line. Our rail network expansion will enhance connectivity and encourage more commuters to take mass public transport, which together with walking and cycling, are the greenest ways to move.



The Singapore Government will borrow prudently and adhere to stringent safeguards.

(a) In order to qualify for financing via Green SGS (Infrastructure), infrastructure projects will need to meet the high bar to qualify as nationally significant under SINGA, as well as the green eligibility criteria stated in the Framework.

(b) The issuance of such green bonds will be subject to the overall legislative gross borrowing limit and the annual effective interest cost limit under SINGA.

The gross borrowing limit of S$90 billion and annual effective interest cost threshold of S$5 billion apply to the overall SINGA programme, which comprises the issuance of both Green SGS (Infrastructure) and SGS (Infrastructure).


Overview of Singapore Government Borrowings Details on how Green SGS (Infrastructure) fits within the Singapore Government’s existing suite of borrowings.

Bonds & Bills – Monetary Authority of Singapore Details on Green SGS (Infrastructure) such as the issuance calendar, auction updates and bond return calculator.





Sustainable Finance


Sustainable finance is the practice of integrating environmental, social and governance (ESG) criteria into financial services to bring about sustainable development outcomes, including mitigating and adapting to the adverse effects of climate change.

Singapore’s financial sector can play a useful role in catalysing sustainable and green finance in the region. MAS is taking active steps to promote sustainable financing in our financial sector, including engaging financial institutions to consider ESG criteria in decision making processes, support the adoption of industry standards and guidelines, encourage industry-led capacity building efforts, develop the green bond market in Singapore and collaborate with local stakeholders and international counterparts to distill best practices.



Key Facts

Key Facts


MAS is working on a comprehensive, long-term strategy to make sustainable finance a defining feature of Singapore’s role as an international financial centre, just as wealth management and FinTech have become.

– Mr Ravi Menon, Managing Director, Monetary Authority of Singapore, at Singapore Financial Forum 2022 SIAS 1st Master Series Investment Conference





MAS SGD Facility for ESG Loans


The MAS SGD Facility for ESG Loans (“Facility”) provides low-cost funding for banks and finance companies to grant loans under Enterprise Singapore’s Temporary Bridging Loan Programme (“TBLP”) and Enterprise Financing Scheme – SME Working Capital Loan (“EFS-WCL”). The TBLP provides additional cash flow support for Singapore-based companies in all sectors to meet their working capital needs, while the EFS-WCL helps Singapore-based small and medium enterprises (“SMEs”) access financing for their operational cash flow needs. Banks and finance companies participating in the TBLP and EFS-WCL can apply for funds at the Facility to support loans made under the TBLP and EFS-WCL until 30 September 2022. The reduction in funding cost will help to lower the interest rates charged to eligible corporate borrowers.



Key Details

Eligible Counterparties  Participating banks and finance companies in the TBLP and  EFS-WCL   administered by Enterprise Singapore (“ESG Loan Schemes”) 
Transaction Type
Collateralised borrowing or Repurchase transaction
Tenor  2-years 
Rate 

Fixed rate of 0.1% p.a (up to April 2022 application window)
Fixed rate of 0.5% p.a (from May 2022 application window)

Amount  Drawdown allowance for each Eligible Counterparty will be based on the total amount disbursed to local enterprises for loans under the ESG Loan Schemes received by 30 September 2022, which are not using ESG funds.
Eligible Collateral 
  • Category A1: Singapore Government Securities (“SGS”) Bonds
  • Category A2: Other S$ debt securities issued by any Singapore statutory board and AAA-rated or AA-rated public sector entity, supranational, sovereign, sovereign-guaranteed company or non-financial company
  • Category C: Loans to local enterprises under the ESG Loan Schemes received by 30 September 2022, which are not using ESG funds
Initial Haircuts  Collateral haircuts will be sent to Eligible Counterparties upon request. 
Application and Settlement Window  Monthly, from April 2020 till October 2022, and two additional windows in January 2023 and April 2023. 
Application Schedule (112 KB) (updated as at 18 February 2022)  
Terms and Conditions  Available to Eligible Counterparties upon request. 




Sustainable Finance Initiatives


1. Sustainable Bond Grant

Sustainable bond issuers can tap this grant to cover the initial cost of obtaining an external review. The grant offsets up to S$100,000 for eligible green, social, sustainability and sustainability-linked bonds. The grant is valid till 31 May 2023.

More information on the Sustainable Bond Grant




2. IFC-MAS Partnership

MAS is partnering the International Financial Corporation (IFC), a member of the World Bank Group, to promote the growth of green bond markets in Asia.

More information on the IFC-MAS Memorandum of Understanding




3. ABS Guidelines on Responsible Financing

Guidelines developed by the ABS which defines the minimum standards on responsible financing practices to be integrated into member banks’ and financial institution’s business models.

More information on Guidelines for Responsible Financing




4. Sustainable Insurance Forum (SIF)

MAS participates in the SIF which is a network of leading insurance supervisors and regulators seeking to strengthen their understanding of and responses to sustainability issues for the business of insurance.

More information on SIF




5. Asia Sustainable Finance Initiative (ASFI)

Based in Singapore, the ASFI is a multi-stakeholder platform bringing together industry academic, and science-based knowledge partners to support financial institutions in implementing ESG best practices.

More information on ASFI




6. Singapore Stewardship Principles

The principles provide useful guidance to responsible investors towards fostering good stewardship and creating sustainable long-term value for all stakeholders.

More information on Singapore Stewardship Principles




7. Network of Central Banks and Supervisors for Greening the Financial System (NGFS)

MAS is a founding member of the NGFS along with other international partners. The NGFS aims to enhance the role of the financial system to manage risks, and to mobilise capital for green and low-carbon investments in the broader context of environmentally sustainable development.

More information on NGFS




Note* Materials and data obtained or referenced from https://www.mas.gov.sg/, this publication has not been reviewed by the MAS








A Diversify Range of Asset Classes










VCC Solidifies Singapore’s Financial Dominance in Asia



VCC Solidifies Singapore’s Financial Dominance in Asia

How do you transform one of the smallest but one of the most well-managed sovereign states in Asia into an even greater financial powerhouse?

The Singaporean Variable Capital Company Act, or VCC Act, is one of the most significant developments in Asian finance to occur in recent years. Administered by the Accounting and Corporate Regulatory Authority of Singapore (ACRA), this legislation opens an entirely new world for foreign and domestic funds seeking to incorporate Asian investment instruments into their portfolios.

Offering a highly flexible fund structure, the VCC is poised to solidify Singapore’s position as the de facto financial and investment capital of Asia. First piloted in 2019 with the inclusion of 18 fund managers, the VCC Act officially went live on January 15th, 2020. Launching or redomiciling a VCC in Singapore is a straightforward process that is doable via the ACRA website. To ease the financial burden of registration, the Monetary Authority of Singapore (MAS) has launched a Variable Capital Companies Grand Scheme program. This program will co-fund up to 70% of incorporation or registering expenses, so long as they are paid to a Singapore-based service provider.

One of the most attractive benefits of using the VCC structure is the ability to issue a fund as a stand-alone entity or an umbrella entity. The former is comprised of a single investment portfolio and is a relatively traditional format for a fund. A VCC umbrella fund is much more dynamic and allows investors to issue various segregated sub-funds, all held under the same umbrella investment fund. Part 4, Subsection 29 of the VCC Act, is one of the essential sections of the Act that touches on umbrella funds. This section states that the segregation of sub-funds means that the liabilities are self-contained to each specific sub-fund. If one sub-fund goes under, the other sub-funds within the same umbrella fund are not affected.

Both open and closed funds are available for registration under the new VCC Act. Open-ended funds can issue an unlimited number of shares, which are generally priced daily based on the fund’s net asset value (NAV). Open-ended funds are usually more liquid and hold diversified portfolios. Close-ended funds raise a fixed amount of capital and publicly trade on secondary markets. This fund style generally entails higher yields than their open-ended counterparts and are priced more frequently than once per day. Each of these fund styles has relative pros and cons, and Singapore’s VCC Act allows investors exposure to both types.

The United States represents a significant portion of the investment world. With portfolios becoming increasingly globalized, any legal framework is well-advised to consider how to incorporate US investors with relative ease. Bringing previously off-shore capital into on-shore funds is often best accomplished using the “check the box” rules associated with IRS Form 8832. These rules allow entities to be treated by the US as “pass-through” entities, offering US investors an enticing level of inclusion. While the legislation is still young, Singapore’s VCC Act allows US investors to take advantage of this attractive election opportunity.

Investors may wish to make the permanent move and redomicile in Singapore, given its emerging status as the de facto entry point to Asian financial markets. If a company is already doing business in Singapore, redomiciling allows for complete business continuity and confers many tax benefits. It is important to note that redomiciling in Singapore is irrevocable as there are currently no provisions for entities incorporated in Singapore to redomicile overseas.

While this means redomiciling is a permanent decision, the VCC Act demonstrates that the city state’s financial environment is further liberalizing, conferring both business and legal benefits for any entities that decide to redomicile in Singapore.

If a company is already doing business in Singapore, redomiciling allows for complete business continuity confers many tax benefits.

The subject of taxation naturally entails bilateral and multilateral trade agreements, of which Singapore has many. Singapore beats out most other nations in terms of tax treaties with 86 in its jurisdiction. This amount compares to 83 tax treaties in Luxembourg, 74 in Ireland, and 37 in Hong Kong. Any potential investor must consider the tax treaty benefits conferred by incorporating or redomiciling in Singapore as a second-order benefit. The OECD’s Base Erosion of Profit Shifting (BEPS) initiative focuses on eradicating predatory tax rate shopping by international corporations, and Singapore is a dedicated signer of this initiative. Notwithstanding this further demonstrates the veracity of the VCC Act and Singapore’s earnest approach to confidently stepping up to the plate as the new financial doorway to Asia.

The VCC Act takes the best aspects of other tax havens’ financial frameworks and optimizes them Singapore’s unique situation. This Act comes at a near-perfect time as the city-state is poised to receive massive investment from off-shore funds seeking to redomicile as on-shore entities due to geopolitical uncertainties. Many considerations must be taken into account before a company decides to expand into a new legal jurisdiction.

However, with Singapore’s dedication to Common Law, near-perfect position in the Strait of Malacca, and increasing economic liberalization, one would be hard-pressed to find a better candidate for foreign investment.









新加坡 ( VCC ) 可变动姿本实体





新加坡 ( VCC ) 可变动姿本实体


VCC是一种新的公司结构,可用于各种投资基金,并为基金经理提供更大的运营灵活性和成本节省。基金管理人将在股票发行/赎回和股息支付方面具有更大的灵活性。管理人员还将能够将多个资金合并到一个VCC中,并实现成本效益。它将鼓励更多的资金在新加坡定居,并提高作为国际基金管理中心的价值。

基金经理将能够构成传统和替代策略中的VCC,以及开放式或封闭式基金。 基金管理人也可以将新的VCC合并为新的VCC,或者通过将其注册转移到新加坡作为VCC重新注册其具有类似结构的现有投资基金。 可以通过ACRA的在线申请表完成此操作,网址为: www.vcc.bizfile.gov.sg .

VCC必须任命一位受MAS监管的基金经理来管理其投资。有关基金经理有资格管理VCC的更多详细信息,请参阅2018年9月10日《可变资本公司法案》的解释性摘要,该声明可从以下网址获得: MAS website.

由18名基金经理组成的小组参加了由MAS和ACRA于去年9月发起的VCC试点计划。如今,所有这些基金经理已经注册或重新注册了20家投资基金作为VCC。这些投资基金包括风险投资,私募股权,对冲基金以及环境,社会和治理(ESG)策略,证明了VCC框架在各种用例中的可行性。




WHAT IS VCC?

这是ACRA根据MAS准则对VCC承担反洗钱义务的ACRA管理的投资基金的新法律实体形式/结构

有什么用?

传统和另类基金策略(开放式和封闭式)

如何设置?

作为独立的或具有多个子基金的总括实体

可以重新分配外国基金吗?

外国公司实体可以重新注册为新加坡的VCC

你需要什么 ?

本地注册备案代理公司秘书

新加坡的基金管理人(如果考虑使用13R或13X的应用程序)

VCC必须由MAS监管的基金经理管理

有什么好处?

通过将每个子基金中的资产和负债分开来加强保障

财务报表不需要公开

VCC 登记成员是私人而保密的,如有必需要求也只能提供给某些人,例如公共当局,VCC经理和保管人

提高运营和税收效率

发行和赎回股票时具有更大的灵活性,可从资本中支付股息

VCC的要求?

VCC的资本将始终等于其净资产,从而在分配和减少资本方面提供了灵活性

所有VCC必须由允许的基金经理管理。它将需要新加坡的持牌或受监管基金经理(除非根据本法规获得豁免*)

现有的《证券和期货法》(SFA)对投资基金的要求将适用于VCC

它必须至少有一位新加坡居民董事和至少一位是VCC基金经理的董事或合格代表的董事(可能与居民董事相同)。对于非自私自利计划,至少3位董事为获授权计划

VCC必须在新加坡设有注册办事处,并且必须任命新加坡的公司秘书。一个VCC必须至少有一个股东

它必须接受新加坡审计师的审计,并且必须按照IFRS,新加坡FRS,US GAAP或RAP 7提交其财务报表。

* 目前,免于监管的基金经理(房地产,独身家庭办公室和关联方免税)无法使用VCC。此列表可能会在将来扩展。

VCC –资金结构和税收处理

独立(单一基金)VCC

VCC可以设置为单一基金VCC(通常称为独立VCC)。

独立VCC的税收待遇将与新加坡公司相同

根据《所得税法》的增强层基金(“ ETF”)计划(13X)和新加坡居民基金(“ SRF”)(13R)计划将分别适用于类似于新加坡公司的独立VCC



伞型(多支子基金)VCC

VCC还可以设置多个子基金 (通常称为“伞式VCC”)




新加坡税收激励计划的主要特征和条件摘要

其他与税收有关的关键要素

GST

当前的GST减免将提供给根据ETF和SRF计划批准的VCC。

居留证 (“COR”)

如果VCC确定其是由新加坡控制和管理的,则可向VCC提供新加坡居留证COR。

如果是总括性的VCC,则将在VCC主总括级别上发布COR,而在COR中包含来自同一条约国家的相同收入性质的子基金的名称

暂缓征税

根据ETF和SRF计划批准的基金目前可获得的预扣税免税额将适用于根据ETF和SRF计划批准的VCC。

基金经理奖励计划

金融部门激励措施–基金管理计划下的10%优惠税率将扩大到管理激励型VCC的经批准的基金经理。

投资目标条件

ETF和SRF计划的当前条件之一是,一旦根据任一计划批准了资金,除非获得当局的许可或批准,否则将不允许更改资金。这适用于所有子基金。

增加新的子基金

如果有新的子基金添加到VCC,则无需征求批准或通知当局。但是,如果投资范围因增加了新的子基金而发生了变化,则需要获得有关部门的批准以扩大投资范围。此外,如果有宣布终止ETF和SRF计划的公告,那么将不允许增加子基金。




VCC补助金计划,以加快行业采用

为了进一步鼓励业界在新加坡采用VCC框架,MAS还启动了可变资本公司赠款计划。拨款计划将通过共同资助支付给新加坡服务提供商的合资格费用的70%,帮助支付注册或注册VCC所涉及的费用。每项申请的补助金上限为150,000新元,每位基金经理最多可获得三个VCC。

赠款计划将由金融部门发展基金(FSDF)资助,并于今天生效,有效期最长为三年。有兴趣的申请人可以写信给fsdf@mas.gov.sg以获得更多信息。




补助金细节


申请资格

已注册成立VCC或已成功将外国公司实体重新注册为VCC的新加坡的合格基金经理 [1] ,并已获得注册成立或转让的通知从ACRA注册。


项目资格

此赠款向已注册成立VCC或将外国公司实体重新注册为VCC的合格新加坡公司的合格基金经理开放。适用以下条件:

VCC的建立不能同时由其他政府补助/激励措施来资助,而这些补助/激励措施是针对同一组合格成本和承诺的

每个申请人只能针对已成功合并或重新注册的最多三(3)个VCC所做的工作申请VCCGS。

必须向总部位于新加坡的服务提供商支付合格费用,用于在新加坡从事与VCC及其子基金的注册和注册有关的工作

合格的基金经理不得根据赠款计划要求共同资助仅用于子基金的注册(没有随附VCC的注册成立或转让)。但是,合格的基金经理可以要求将注册子基金所产生的合格的设立费用作为总括VCC和

申请人应在ACRA发出的公司注册通知或注册转让通知之日(对于新注册的VCC)之日起三(3)个月内,或ACRA批准其批准之日起三(3)个月内正式提交其申请。 VCC的注销证明(对于以VCC重新注册到新加坡的外国公司实体)。


资金

以下合资格费用的70%共同资助,每个VCC最高限额为$ 150,000。

• 法律服务

• 税务服务

• 行政或法规遵从服务

请参阅可下载的VCCGS情况说明书以获取有关合格费用的完整详细信息:
VCC补助金计划简介 (139.8 KB)


最小运营期

根据VCCGS授予资助的VCC,必须自注册日期起至少保持一年的运营时间。这意味着VCC不能在注册日期后的第一年内清盘。如果VCC在注册日期的第一年内清盘,合格基金经理应立即通知MAS,且不得迟于申请清盘或通过决议之日起一周之内自愿清盘。如果VCC在注册日期的第一年内清盘,和/或如果收款人在清盘日后的一周内没有通知MAS VCC的清盘,则MAS保留收回授予的补助金的权利。


[1]指:(i)一家持牌基金管理公司,即根据《证券和期货法》(第289章)第86条(“ SFA”)持有的资本市场服务许可证,以进行基金管理; (ii)注册基金管理公司,即根据《证券及期货(牌照及业务经营)规例》附表2第5(1)(i)段获豁免持有资本市场服务牌照的法团; (iii)根据SFA第99(1)(a),(b),(c)或(d)条获得豁免的金融机构,其无需持有资本市场服务许可证即可从事基金管理业务,即根据《银行法》(第19章)获得许可的银行,根据《金融服务法案》(第186章)获得批准的商业银行,根据《金融公司法》(第108章)获得许可的金融公司或公司或合作社根据《保险法》(第142章)获得许可的协会。





“ VCC标志着新加坡发展成为提供全方位服务的国际基金管理和定居中心的重要篇章。 VCC框架为新加坡的基金经理提供了更多选择,可满足全球投资基金和投资者的需求。基金经理还将能够通过集中其在新加坡的基金管理和注册活动以及更有效地组织其基金来节省成本。 VCC框架还为新加坡的基金服务提供商(例如法律和税务顾问,会计师,基金管理人和基金托管人)创造了新的机会,因为我们希望更多的基金管理人可以使用VCC来构建其投资基金。”

Mr Benny Chey,
助理常务董事
(发展与国际),
MAS



“在VCC试点计划中,基金经理对VCC应用的反应令人振奋。基金经理的多元化分布和在不同基金策略中对VCC的使用证明了将VCC用作可行的投资基金结构。”

Mr Andy Sim,
助理行政总裁
(法律服务与合规),
ACRA






与我们联系以设置新加坡VCC






找到我们

3 Fraser Street, DUO Tower #08-21, Singapore 189352

: +65 6828 1595

联系我们




JCube Capital Partners

为全球的投资经理,财富管理公司和家族办公室提供有效且完整的解决方案。

新加坡金融管理局MAS资本市场服务持牌公司CMS。



联系我们



Email
ir@jcubecapital.com

Singapore
3 Fraser Street, DUO Tower #08-21, Singapore 189352







Singapore’s ( VCC ) Variable Capital Company





The Singapore’s (VCC)
Variable Capital Company


The VCC is a new corporate structure that can be used for a wide range of investment funds and provides fund managers greater operational flexibility and cost savings. Fund managers will have greater flexibility in share issuance/redemption and the payment of dividends. Managers will also be able to incorporate multiple funds in a single VCC and achieve cost efficiencies. It will encourage more funds to be domiciled in Singapore and enhance value as an international fund management centre.

Fund managers will be able to constitute investment funds as VCCs across both traditional and alternative strategies, and as open-ended or closed-end funds. Fund managers may also incorporate new VCCs or re-domicile their existing investment funds with comparable structures by transferring their registration to Singapore as VCCs. This can be done via ACRA’s online application form at www.vcc.bizfile.gov.sg .

A VCC must appoint a fund manager that is regulated by MAS to manage its investments. For further details on the eligibility of fund managers to manage a VCC, please refer to the Explanatory Brief on the Variable Capital Companies Bill on 10 September 2018, available on the MAS website.

A group of 18 fund managers participated in a VCC Pilot Programme that was initiated by MAS and ACRA in September last year. All of these fund managers have today incorporated or re-domiciled a total of 20 investment funds as VCCs. These investment funds comprise venture capital, private equity, hedge fund and Environmental, Social, and Governance (ESG) strategies, demonstrating the viability of the VCC framework across diverse use cases.




WHAT IS VCC?

It is a new legal entity form/structure for investment funds administered by ACRA with AML obligations of VCC under MAS guidelines

WHAT CAN IT BE USED FOR ?

Traditional and alternative fund strategies (both open-ended and close-ended)

HOW CAN IT BE SET UP ?

As a stand-alone or as an umbrella entity with multiple sub-funds

CAN A FOREIGN FUND
BE RE-DOMICILED ?

Foreign corporate entities can re-domiciled to Singapore as VCCs

WHAT DO YOU NEED ?

Local registered filing agent Corporate secretary

Singapore based fund administrator ( If 13R or 13X application is considered )

VCC must be managed by Fund Manager regulated by MAS

WHAT ARE THE BENEFITS?

Enhanced safeguard by segregation of assets and liabilities in each sub-fund

Financial statements are not required to be made public

VCC registar members private but need to be provided upon request to certain persons such as public authorities, VCC manager and custodian

Improved operational and tax efficiency

Greater flexibility in issuance and redeeming shares, payment of dividends out of capital

REQUIREMENTS OF A VCC?

The capital of a VCC will always be equal to its net assets, thereby providing flexibility in the distribution and reduction of capital

All VCC must be managed by a Permissable Fund Manager. It will require a Singapore-based licensed or regulated fund manager (unless exempted under the regulation*)

Existing Securities and Futures Act (SFA) requirements for investment funds will apply to VCCs

It must have at least one Singapore resident director and at least one director (may be the same as resident director) who is either a director or qualified rep of the VCC fund manager. For non-autorised scheme and at least 3 directors for authorised scheme

A VCC must have its registered office in Singapore and must appoint a Singapore-based company secretary. A VCC must have at least one shareholder

It must be subject to audit by a Singapore-based auditor and must present its financial statements as per IFRS, Singapore FRS, US GAAP, or RAP 7

* Currently, fund managers exempt from regulations – real estate, single family offices, and related party exemption – cannot use VCC. This list may be intended to expand in future.

VCC – FUND STRUCTURE AND TAX TREATMENT

Stand-Alone (Single Fund) VCC

VCCs may be set up as a single fund VCC (commonly referred to a Standalone VCC).

The tax treatment of a stand-alone VCC will remain the same as that of a Singapore company

The Enhanced Tier Fund (”ETF”) Scheme(13X) and Singapore Resident Fund (”SRF’)(13R) Scheme under the Income Tax Act will apply to a stand-alone VCC similar to a Singapore company as accordingly



Umbrella (Multiple Sub Fund) VCC

The VCC can also be set up with multiple Sub Funds ( Commonly referred to as an Umbrella VCC )




Summary of key features and conditions of tax incentives schemes in Singapore for funds

OTHER TAX RELATED KEY ELEMENTS

GST

The current GST remission will be made available to VCCs approved under the ETF and SRF schemes.

Certificate Of Residence (“COR”)

A Singapore COR is available for the VCC subject to the VCC establishing that it is controlled and managed from Singapore.

In the case of an umbrella VCC, the COR will be issued on the VCC master umbrella level, with the names of the sub-funds receiving the same nature of income from the same treaty country included in the COR

Withholding Tax Exemption

The current withholding tax exemption available to funds approved under the ETF and SRF schemes will be available to VCCs approved under the ETF and SRF schemes.

Incentive Scheme For Fund Managers

The 10% concessionary tax rate under the Financial Sector Incentive – Fund Management Scheme will be extended to approved fund managers managing incentivised VCCs.

Investment Objective Condition

One of the current conditions of the ETF and SRF scheme is that once the funds has been approved under either schemes, the funds will not be permitted to change unless permitted or approved by authorities. This is applicable to all sub funds.

Addition Of New Sub Funds

There is no need to seek approval from or inform the authorities if there are new sub-funds added to a VCC. However, where the investment scope has changed with the addition of a new sub-fund, an approval will be needed from the authorities to expand the investment scope. Further, if there is an announcement of termination of the ETF and SRF schemes, then additions of sub-funds will not be allowed.




VCC Grant Scheme to Accelerate Industry Adoption

To further encourage industry adoption of the VCC framework in Singapore, MAS has also launched a Variable Capital Companies Grant Scheme. The grant scheme will help defray costs involved in incorporating or registering a VCC by co-funding up to 70% of eligible expenses paid to Singapore-based service providers. The grant is capped at S$150,000 for each application, with a maximum of three VCCs per fund manager.

The grant scheme will be funded by the Financial Sector Development Fund (FSDF) and take effect today for a period of up to three years. Interested applicants can write to fsdf@mas.gov.sg for more information.




Grant Details


Applicant Eligibility

Qualifying Fund Managers [1] that have incorporated a VCC or have successfully re-domiciled a foreign corporate entity to Singapore as a VCC, and have obtained a notice of incorporation or transfer of registration from ACRA.


Project Eligibility

This grant is open to Qualifying Fund Managers that have incorporated VCCs or re-domiciled a foreign corporate entity to Singapore as a VCC. The following conditions apply:

The set up of the VCC cannot be simultaneously funded by other government grants/incentives with respect to the same set of qualifying costs and commitments

Each applicant may only apply for the VCCGS for work done in relation to a maximum of three (3) VCCs that have been successfully incorporated or re-domiciled

Qualifying expenses must be paid to Singapore-based service providers for work done in Singapore in relation to the incorporation and registration of VCCs and their sub funds

A Qualifying Fund Manager may not claim co-funding under the grant scheme solely for registration of sub-funds (without the accompanying incorporation or transfer of registration of a VCC). However, a Qualifying Fund Manager may claim qualifying set up costs incurred for the registration of sub-funds as part of the set up of an umbrella VCC and

Applicants should formally submit their applications within three (3) months from the date on the notice of incorporation or notice of transfer of registration issued by ACRA (for a newly incorporated VCC) or within three (3) months from the date of ACRA’s approval of the VCC’s evidence of de-registration (for a foreign corporate entity re-domiciled to Singapore as a VCC).


Funding

70% co-funding of qualifying expenses listed below, capped at $150,000 per VCC.

• Legal services

• Tax services

• Administration or regulatory compliance services

Please refer to the downloadable VCCGS factsheet for full details on qualifying expenses:
VCC Grant Scheme Factsheet (139.8 KB)


Minimum Operational Period

A VCC which has been awarded a grant under the VCCGS is required to remain operational for at least one year from the Registration Date. This means that the VCC cannot be wound up within the first year from the Registration Date. In the event that the VCC is wound up within the first year from the Registration Date, the Qualifying Fund Manager is to inform MAS promptly and no later by the end of one week from the date of the application for the winding up or passing of resolution for a voluntary winding up. MAS reserves the right to claw back the grant awarded if the VCC is wound up within the first year from the Registration Date and/or if the recipient fails to inform MAS of the winding up of the VCC within one week from the date of the winding up.


[1] Refers to: (i) a licensed fund management company, i.e., a holder of a capital markets services license for fund management under section 86 of the Securities and Futures Act (Cap. 289) (“SFA”); (ii) a registered fund management company, i.e. a corporation which is exempted from holding a capital markets services licence under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations; or (iii) a financial institution exempted under sections 99(1)(a), (b), (c) or (d) of the SFA from the requirement to hold a capital markets services licence to carry on business in fund management, i.e., a bank licensed under the Banking Act (Cap. 19), a merchant bank approved under the MAS Act (Cap. 186), a finance company licensed under the Finance Companies Act (Cap. 108) or a company or co-operative society licensed under the Insurance Act (Cap. 142).





“The VCC marks a significant chapter in the development of Singapore as a full-service international fund management and domiciliation hub. The VCC framework provides fund managers with a greater choice of investment fund vehicles in Singapore that caters to the needs of global investment funds and investors. Fund managers will also be able to extract cost savings from centralising their fund management and domiciliation activities in Singapore and structuring their funds more efficiently. The VCC framework also creates new opportunities for Singapore-based fund service providers such as legal and tax advisors, accountants, fund administrators and fund custodians, as we expect more fund managers to use the VCC to structure their investment funds.”

Mr Benny Chey,
Assistant Managing Director
(Development and International),
MAS



“The fund managers’ response for VCC applications in the VCC Pilot Programme is heartening. The diverse spread of fund managers and the use of VCC across different fund strategies demonstrate the use of VCC as a viable investment fund structure.”

Mr Andy Sim,
Assistant Chief Executive
(Legal Services & Compliance),
ACRA






Connect with us to setup Singapore VCC






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