Common questions

A Limited Partner risks losing limited liability if its conduct is determined to constitute active participation in the management of the firm.

Under Section 6 of the Limited Partnerships Act 2008, an LP's liability is capped at its agreed contribution only while it refrains from taking part in management. To preserve limited liability status, the LPA and Limited Partner Advisory Committee (LPAC) charter should strictly align with the statutory safe harbours enumerated in the First Schedule to the Limited Partnerships Act 2008:

• Permissible Safe Harbour Actions: Activities that generally do not constitute management include advising or consulting with the General Partner, approving conflict-of-interest transactions, reviewing financial statements, or voting on partner defaults, dissolution, or key-person events as expressly set out in the First Schedule.
• Actions Jeopardising Safe Harbour Protection: Taking an active role in direct investment selection, negotiating and executing contracts with third parties on behalf of the partnership, or exercising binding management vetoes beyond safe harbour limits may result in the LP being deemed a general partner, potentially exposing that member to joint and several liability for partnership debts incurred during that period.

Generally no discretionary licensing approval is required per sub-fund, though statutory lodgments apply.

• The Monetary Authority of Singapore licenses and supervises the fund management company (holding a Capital Markets Services licence or operating under the Venture Capital Fund Manager regime) under the Securities and Futures Act 2001 and Section 46 of the Variable Capital Companies Act 2018. Individual sub-funds are incorporated by lodging statutory registration notices directly with ACRA under Section 27 of the VCC Act.
• Where sub-fund interests are offered to accredited or institutional investors in Singapore as a restricted scheme under Section 305 of the SFA, the manager submits an online notification via MAS's CISNet portal prior to offering. This notification framework allows managers to launch subsequent sub-funds efficiently without undergoing a full discretionary MAS licensing review for each vehicle.

Yes, as a matter of law, but it remains uncommon in institutional market practice.

• Under the Limited Partnerships Act 2008, a body corporate (including an LLP formed under the Limited Liability Partnerships Act 2005) is legally permitted to act as a partner, including as a General Partner. However, an LLP is rarely selected for institutional funds due to its partnership-style governance model and lack of share capital.
• Institutional allocators generally favour a dedicated Private Limited Company (Pte. Ltd.) SPV GP. This preference stems from the mature corporate jurisprudence of the Companies Act 1967, which provides clearer demarcation of fiduciary duties, formal board resolution procedures, standard officer liability standards, and established share capital mechanics.

Through a combination of contractual default mechanics and access to third-party liquidity facilities.

LP defaults on capital calls can threaten time-sensitive closings, breach underlying acquisition agreements, or result in financial penalties for the vehicle. This risk is typically addressed on two levels:

• Contractual Remedies: Institutional fund documentation generally incorporates default provisions in the LPA or Constitution. Subject to judicial enforceability standards regarding penalty clauses, these may include late interest accrual, dilution of participation, suspension of voting rights, forfeiture of units or accrued carry, and mandatory secondary transfers of the defaulting partner's interest at a pre-agreed valuation formula.
• Partner Liquidity Solutions: For time-critical transaction settlements, Auberique can facilitate access to capital call and bridge liquidity solutions through an associated partner firm. Subject to credit assessment and facility underwriting, this structure is designed to advance called commitment amounts upon issuance, helping the fund meet completion deadlines while statutory default procedures are being executed against the non-paying investor.

A side-car is typically a co-investment special purpose vehicle established alongside a main fund to invest directly into a specific transaction.

Sponsors generally deploy side-cars to aggregate surplus capital when a target investment's required ticket size exceeds the main fund’s statutory concentration limits, fund agreement caps, or risk allocation targets. Side-cars provide distinct structural benefits:

• Targeted Allocations: Strategic or anchor LPs can deploy co-investment capital alongside the fund, often under bespoke economic terms (such as modified management fee rates or distinct carry hurdles).
• Syndication Efficiency: Non-fund investors or tactical co-investors can participate in individual transactions without necessarily being admitted directly to the flagship fund's partnership register.
• Liability Ring-Fencing: Transaction-specific leverage, structuring requirements, or operational risks associated with that asset can remain segregated within the side-car entity.
• Auberique coordinates the drafting, formation, and ongoing corporate administration of side-car SPVs under compressed transaction timelines.

It depends on the target jurisdiction, as marketing and distribution regimes are not globally unified.

In many tier-one fund jurisdictions, managers may distribute fund interests without a local cross-border financial advisory or broker-dealer licence by strictly relying on statutory private placement exemptions or reverse enquiry rules. However, these exemptions carry rigid legal boundaries that must be evaluated on a case-by-case basis:

• United States: Typically requires compliance with Regulation D (such as Rule 506(b) or Rule 506(c)) under the Securities Act of 1933 alongside exemptions under the Investment Company Act of 1940 (such as Section 3(c)(1) or Section 3(c)(7)), generally restricting marketing to verified accredited investors or qualified purchasers.
• European Union / UK: Governed by the Alternative Investment Fund Managers Directive (AIFMD) National Private Placement Regimes (NPPR) or third-country marketing notifications, which may require regulatory pre-filings, ongoing transparency reporting, and appointed depository or cash-monitoring arrangements depending on the member state.
• Singapore / APAC: Private placements of fund interests (qualifying as collective investment schemes) are generally subject to statutory caps on investor numbers or specific accredited/institutional investor categories under Sections 302C, 304, or 305 of the Securities and Futures Act 2001, typically accompanied by formal investor opt-in confirmations.
• Exceeding these safe harbour boundaries or conducting unauthorised public solicitation risks financial penalties, regulatory sanctions, and potential unenforceability of subscription documentation.

Master-feeder architectures are generally preferred over parallel funds because they tend to reduce investment allocation conflicts while accommodating distinct LP tax and regulatory requirements.

• A master-feeder structure pools capital from multiple onshore and offshore feeder vehicles into a single master entity, allowing transactions to execute from one cap table line and centralising portfolio management without trade-by-trade cash fragmentation.
• Parallel funds invest side-by-side on a pro-rata basis into target assets. While they accommodate LPs who cannot share common pooling vehicles, they often introduce operational and administrative friction: investments, follow-ons, and exits generally require simultaneous execution and pro-rata cash allocation across multiple entities. Potential fiduciary conflicts may also arise when managing liquidity disparities, defaulting partners, or varying double tax treaty access between parallel pools, which can make equal or balanced treatment difficult to sustain over time.

Typically yes, though a master GP structure remains legally permissible depending on commercial risk tolerance.

• Institutional market practice generally favours incorporating a dedicated SPV General Partner (commonly a Private Limited Company) for each fund vintage or distinct strategy. Under general partnership law, a General Partner bears unlimited liability for all partnership debts and obligations. Establishing an isolated SPV GP for each vehicle is intended to quarantine operational, contractual, and indemnification liabilities to that specific portfolio, helping mitigate the risk that claims or insolvency in one vintage could compromise another.
• While a single master GP can contractually manage multiple limited partnerships, it may introduce systemic contagion exposure across vintages. It can also complicate governance where co-investors, carry splits, or key-person covenants diverge between funds. Auberique facilitates the formation and administration of dedicated SPV GPs across key fund domiciles to maintain structural ring-fencing.

Through designated multi-currency settlement channels or currency-specific share classes.

• Cross-border deals frequently face currency mismatches between the subscription currency (such as USD or EUR) and the underlying target asset's deployment currency. Holding mismatched currencies in an unhedged SPV account risks transactional capital erosion between call notice and closing.
• In a corporate SPV or VCC sub-fund, Auberique structures distinct currency-denominated share classes or establishes multi-currency virtual accounts. This permits capital to be called and received in the allocator's domestic currency, with institutional FX spot or forward execution coordinated directly prior to closing to minimise unhedged slippage.

Side letters are executed bilaterally by the SPV or GP, subject to most-favoured-nation (MFN) provisions and statutory equality rules.

• Anchor or strategic allocators frequently negotiate bespoke side letters governing fee discounts, enhanced information rights, co-investment allocation priority, or excused-investor status. In a corporate SPV, care must be taken to ensure side letter terms do not conflict with the company's constitution or prejudice minority shareholders under statutory oppression provisions, such as Section 216 of the Companies Act 1967.
• Where an MFN clause is granted to early or anchor investors, Auberique facilitates an election process following final closing, allowing eligible allocators to elect into qualifying terms granted to other participants, while cleanly carving out rights granted purely on regulatory or tax-status grounds.

Yes, provided the offering strictly relies on statutory private placement exemptions or small offer safe harbours.

• Under Section 272B of the Securities and Futures Act 2001 (or equivalent private placement regimes globally), securities may be offered to non-accredited persons provided the offer is made to no more than 50 persons within any 12-month period, without any form of public advertising or general solicitation.
• Alternatively, sponsors can rely on the small offers exemption under Section 272A, which caps aggregate capital raised from retail investors at S$5 million within a 12-month window. Bypassing these restrictions entirely requires all participating allocators to be formally verified as accredited investors under Section 4A of the SFA, backed by statutory opt-in declarations and supporting net worth or income documentation.

The vehicle executes a structured distribution sequence followed by formal statutory dissolution.

• Upon the closing of a secondary sale, asset disposition, or initial public offering (IPO), the acquisition proceeds are received and distributed according to the vehicle's pre-agreed distribution waterfall. Carried interest and performance allocations are settled, and net capital is distributed directly to investors.
• Following complete capital repatriation, Auberique manages the statutory wind-down of the vehicle. This includes settling final tax clearances, closing bank accounts, and lodging formal strike-off or voluntary liquidation filings with corporate registries to prevent ongoing compliance liabilities.

The SPV requires at least one director, subject to local corporate residency requirements.

• In jurisdictions such as Singapore, the Companies Act 1967 mandates that every company maintain at least one director who is ordinarily resident in the jurisdiction. Auberique provides professional nominee resident directorship services to satisfy this statutory requirement.
• A nominee director ensures statutory compliance, corporate secretarial filings, and anti-money laundering reporting, while holding no commercial equity, no banking signatory power, and no discretionary operational control over the underlying target investment. The sponsor retains commercial oversight of the transaction through appointment as an executive director or via an appointed advisory mandate.

Performance economics are embedded either directly in the corporate constitution or via a parallel contractual arrangement, depending on the chosen format.

• In a Corporate SPV, carried interest is typically structured through a distinct class of founder or management shares carrying disproportionate distribution rights, triggered only after investors recover their initial capital contribution plus any agreed preferred return hurdle.
• In a Nominee bare trust SPV, where equity classes do not exist at the trust level, performance incentives are formalised through a direct bilateral side agreement between the sponsor and the underlying beneficial owners, or structured as an agreed transactional monitoring fee upon realization. For recurring sponsors, carried interest can also be structured through a segregated VCC sub-fund to build a verified institutional track record.

The standard Auberique onboarding sequence is executed through a digital 5-step operational pipeline:

• Investor Questionnaire: Prospective allocators complete a digital onboarding questionnaire detailing tax residency, source of funds, and statutory regulatory status (such as accredited, professional, or institutional investor classifications).
• Targeted AML/KYC Verification: Auberique conducts automated verification on all participating allocators, performing enhanced due diligence on any Ultimate Beneficial Owner (UBO) holding 25% or more equity, voting rights, or controlling interest in the vehicle.
• Data Room Access: Cleared investors receive secure access to the transaction data room containing statutory deal memos, capitalization summaries, and vehicle structure charts.
• Digital Document Execution: Subscription agreements, bare trust deeds, side letters, and statutory declarations are executed electronically via authenticated digital signatures.
• Investor Portal Access: Upon capital settlement, investors receive continuous access to the Auberique dashboard to monitor cap table positions, download tax statements, and inspect distributions through to the final exit.

It depends primarily on your deal frequency and prospective transaction pipeline.

• For an isolated or infrequent transaction, incorporating a standalone Private Limited Company (Pte. Ltd.) is generally the more cost-effective approach. It establishes an isolated corporate wrapper for the single asset without statutory fund-level audit requirements or mandatory appointment of a licensed fund manager.
• For sponsors executing recurring transactions (such as serial syndicates or emerging managers running 2 to 4 transactions annually), forming a Variable Capital Company (VCC) sub-fund architecture provides superior operational efficiency. By establishing a master VCC umbrella, the sponsor can launch subsequent deal-by-deal sub-funds under Section 27 of the VCC Act in a matter of days. Each sub-fund benefits from statutory ring-fencing of assets and liabilities under Section 29, sharing umbrella governance and operational infrastructure without incorporating new standalone corporate entities for each transaction.

By combining pre-cleared banking institutional channels with alternative settlement mechanics.

• Corporate SPVs frequently face protracted account onboarding timelines, enhanced compliance screening, or sudden account freezes due to anti-money laundering (AML) and counter-financing of terrorism (CFT) profiling applied to newly incorporated holding vehicles with fragmented, cross-border cap tables.
• Auberique addresses this friction through established direct corporate banking relationships with regional and international financial institutions accustomed to private equity and venture flows, facilitating expedited account opening. Where transaction closing timelines do not permit commercial bank account opening, deploying a Nominee bare trust structure enables participating investors to settle subscription capital directly into the target company's receiving escrow or operational account, bypassing an intermediate SPV bank account entirely.

Generally no for an isolated transaction, though serial deployment may engage the regulatory perimeter.

• In Singapore for example, executing an isolated single-asset SPV, where investor capital is pooled solely to acquire a predetermined, non-discretionary asset with no continuous investment mandate or active portfolio rebalancing, often falls outside the statutory definition of a Collective Investment Scheme (CIS) or licensable fund management activity under Section 286/289 and the Second Schedule of the Securities and Futures Act 2001 (SFA), provided the sponsor does not hold out as carrying on business in fund management.
• However, as deal cadence accelerates, sponsors transitioning into continuous syndication, multi-asset pooling, or ongoing asset management may cross into regulated activity. Where an independent regulatory licence is required, Auberique can make regulatory umbrella arrangements from associated firms available, allowing sponsors to execute subsequent transactions without undergoing a protracted initial licensing process.

A Corporate SPV is an independent body corporate, whereas a Nominee SPV operates via a bare trust arrangement.

• Under a standard Corporate SPV (typically an isolated Private Limited Company), the vehicle takes legal title to the target assets, and participating investors are entered onto the statutory register of members as shareholders. This structure introduces an independent corporate layer, which typically entails local entity-level corporate tax exposure, annual financial statement compilation, statutory filings, and mandatory corporate secretarial maintenance.
• Under a Nominee SPV, an institutional entity holds bare legal title to the securities or assets strictly as nominee or bare trustee for the benefit of the underlying investors. Beneficial ownership resides directly with the investors under a deed of nominee trust, generally enabling relevant tax authorities to look through to the ultimate beneficial owners and allowing investors to wire subscription proceeds directly to the target operating company, bypassing intermediary SPV bank accounts.
• Read more: Corporate SPV or bare trust nominee, explained

Yes, we administer single-asset SPVs, recurring deal syndicates, and master umbrella VCC structures. As deal frequency grows, we can transition your operations into scalable sub-funds without interrupting active transactions.

All underlying assets, cap tables, and bank accounts are held directly in the client vehicle's legal name, completely segregated from Auberique's balance sheet. Statutory records are archived in secure cloud repositories and can transfer cleanly to a successor provider at any time without operational interruption.

Yes, we maintain established relationships with top-tier regional and international banks accustomed to private equity and venture flows. With your consent, we reuse completed KYC packages to accelerate bank onboarding without duplicate diligence.

Standard transaction documents are prepared in-house using institutional templates signed off by our associated law firm. For bespoke cross-border advisory, entity restructuring, or complex tax mandates, our associated law firm provides seamless counsel under a single workflow.

You are assigned a dedicated client account manager who oversees your structures from formation through wind-down. We maintain a high-touch advisory model with direct senior practitioner access, avoiding outsourced call centers or automated ticket systems.

We use an institutional-grade, AI-powered compliance platform to streamline identity and source-of-funds verification. Stakeholders complete verification via an automated digital link without manual paper submissions or physical document couriers.

Yes, we provide institutional nominee resident directorship services to satisfy statutory requirements under the Companies Act 1967. Our appointed directors are typically qualified professionals holding credentials such as ACCA, CA Singapore, CFA, or legal qualifications, while your executive team retains full commercial equity and operational control.

We manage the handover process end to end by coordinating directly with your outgoing provider to transfer statutory registers, resolutions, and corporate files. The change of corporate secretary and registered office is executed on the public registry without disrupting active operations.

We directly administer Singapore structures and support global fund and holding domiciles (including Delaware, Cayman Islands, BVI, and Luxembourg) through vetted local partners. Auberique remains your single strategic point of contact across all jurisdictions.

Once the engagement letter is signed and KYC clearance is completed, statutory filings are submitted to ACRA, with approval typically confirmed within one to two business days.

We conduct an initial scoping call to determine your commercial requirements, issue a transparent quote within 24 hours, distribute a digital KYC link, and execute an engagement letter. Once signed, entity incorporation or vehicle structuring proceeds immediately.

We focus on two interconnected segments: high-growth technology operators scaling international corporate structures, and investment sponsors deploying capital through SPVs, syndicates, and fund vehicles. This focus ensures we understand cap table management, investor side letters, and statutory safe harbours that generalist corporate secretarial firms overlook.

Traditional administrators operate in administrative silos, leaving clients to coordinate separately with external law firms, accountants, and tax advisors. Auberique provides a unified model covering entity formation, ongoing governance, tax filings, and legal execution through our associated law firm under one roof.

Unlike mass-market platforms that force deals into rigid, one-size-fits-all contracts, we engineer custom legal and economic terms around your specific waterfall, cap table, and governance requirements. Clients receive dedicated senior human advisory rather than support-ticket queues or automated chatbots.

Our foundational document suite was structured and drafted in collaboration with Luther, an international law firm ranked across corporate, tax, and investment fund practices by The Legal 500 and Chambers and Partners. This ensures institutional statutory enforceability while avoiding the custom drafting fees typical of global law firms.

Our leadership and operational teams are former senior practitioners from Tier 1 investment banks, private capital sponsors, and international law firms. We have structured cross-border funds, bespoke SPVs, and complex financial products from within regulated institutional environments.

Yes. Under Part 10A of the Companies Act 1967, Singapore offers inward re-domiciliation. A foreign company can transfer its registration to Singapore and keep its corporate identity, track record, existing contracts and assets, without a liquidation or asset-transfer taxes.

• Eligibility: the foreign company must meet at least two of three size thresholds: a) total assets of more than S$10 million, b) annual revenue of more than S$10 million, c) more than 50 employees.
• Solvency: confirmed by the directors.
• Registration: ACRA issues a notice of transfer of registration; see Section 359 of the Companies Act 1967.

Under the Companies Act 1967, and subject to the constitution, issuing new shares (allotment) requires a shareholder resolution, and transferring existing shares requires board approval.

• Void allotments: issuing new shares or an ESOP pool without valid shareholder authority is void from the outset under Section 161(6) of the Companies Act 1967, and curing it needs a costly High Court validation under Section 392. Waiving statutory pre-emption rights for incoming investors requires an explicit shareholder resolution.
• Legal title: legal ownership of shares does not pass when the board resolution is signed or a share certificate is issued. Under Section 126(1) of the Companies Act 1967, legal title passes only when ACRA updates the Electronic Register of Members (EROM) on BizFile+.
• Board refusal notices: directors may approve or refuse share transfers under the constitution, but Section 129 of the Companies Act 1967 requires the board to send a written notice of refusal with reasons within 30 calendar days, or face enforcement compelling registration.

Paid-in capital is the cash shareholders transfer to the company in exchange for the shares issued to them. Once paid in, the capital cannot be paid out as dividends (Section 403(1) of the Companies Act 1967) or, in general, as shareholder loans.

The statutory minimum for a Singapore private limited company is S$1, but in some cases a higher amount is required or preferable:

• Employment Pass (EP): when a company sponsors an EP for a foreign executive, the Ministry of Manpower (MOM) assesses economic substance under the COMPASS framework. As a rule of thumb, paid-in capital should match the EP holder's first-year salary.
• Business licences: some licences require a higher minimum paid-in or base capital. For example, a standard payment institution licence requires base capital of S$100,000, which for a new company at incorporation equals its total paid-in capital; see Section 8(a)(i) of the Payment Services Regulations 2019.
• Banking: some high-street banks expect more than a token S$1 before opening a corporate account, so the company is not seen as a shell.
• Market signalling: enterprise clients, trade suppliers and lenders often check ACRA records during due diligence. Higher paid-in capital shows that shareholders have put permanent equity at risk under the capital maintenance rules, a loss-absorbing buffer that protects unsecured trade creditors.

The company does not have to hold the paid-in capital as cash; it may spend it on business expenses.

Shareholders can be liable towards third parties for any unpaid capital.

An exempt private company (EPC) has no more than 20 members and no corporate shareholder or beneficial owner; see Section 4(1) of the Companies Act 1967. A founder-owned pre-seed start-up is a typical example.

Benefits:

• Exempt from lodging financial statements and XBRL tagging.
• Loans to directors may be possible; see Section 162 of the Companies Act 1967.

Points to note:

• EPC status is not available if a corporate holds its shares through a nominee shareholder.
• Outstanding convertible debt or SAFE notes do not affect EPC status until they convert into equity.
• Adding corporate shareholders does not forfeit the Start-up Tax Exemption (SUTE) if an individual still holds at least 10% of the share capital; see Section 43 of the Income Tax Act 1947.
• If an EPC becomes cash-flow insolvent, i.e. unable to pay its debts as they fall due (the cash flow test, Sun Electric [2021] SGCA 60), or has an unbacked negative net asset position without shareholder support, it loses its ACRA lodging exemption and must file full XBRL financial statements on BizFile+.

Inter-company debt and founder advances in Singapore private limited companies are governed by strict capital maintenance rules under the Companies Act 1967 and transfer pricing rules under the Income Tax Act 1947.

• Financial assistance: for unlisted private limited companies there are generally no restrictions, unless the acquisition of shares in a parent holding company is involved. Intra-group loans must satisfy the directors' fiduciary duties under Section 157 of the Companies Act 1967.
• Transfer pricing: loans between related entities must be at arm's length (Section 34D of the Income Tax Act 1947), with formal loan documentation specifying a market rate of interest.

It depends on the facts:

• Liability to the company: generally no.
• Liability to third parties: generally yes, except for fraud and wilful default.
• Legal defence costs: generally yes, unless the defence in court is unsuccessful.
• Criminal fines and regulatory penalties: generally no.

No. The entire incorporation can be completed remotely. Statutory filings are submitted digitally through ACRA's portal (BizFile+), and identity checks (KYC/AML) are done online by secure digital passport verification and video call.

Please note:

• Local resident director: a Singapore company must have at least one director who is ordinarily resident in Singapore; see Section 145(1) of the Companies Act 1967.
• Registered office: a company must keep a physical registered office address in Singapore, accessible during business hours. P.O. boxes are not allowed; see Section 142 of the Companies Act 1967.
• Bank account: remote onboarding depends on the bank. Digital business banks offer remote online onboarding; traditional high-street banks may require a physical interview or video verification.

Every Singapore private limited company must meet a set of statutory corporate secretarial, accounting and tax filing obligations each financial year:

• Financial statements (FS) and annual return (AR): under Section 201 of the Companies Act 1967 the directors must prepare the FS, and the AR must be lodged within seven months after the end of the financial year.
• Annual general meeting (AGM): in general, an AGM must be held within six months after the financial year end; see Section 175 of the Companies Act 1967.
• Estimated Chargeable Income (ECI) and corporate tax return: the ECI must be submitted within three months after the financial year end; see Section 63 of the Income Tax Act 1947. The deadline for the corporate tax return is 30 November of the relevant year.
• Goods and services tax (GST): a GST-registered company must file its returns within one month after every calendar quarter.
• Register of Registrable Controllers (RORC): annual confirmation of the company's beneficial owners before the AR is filed; see Part 11A of the Companies Act 1967.

No. Unlike some offshore jurisdictions, Singapore does not allow corporate directors; see Section 145(2) of the Companies Act 1967.

• Corporate ownership: 100% corporate shareholding is, however, allowed.
• Power of attorney: a corporate parent or other group company can be authorised by power of attorney to execute contracts and manage operational matters directly, similar to a director.

To register and maintain a private limited company in Singapore, the minimum required roles are a resident director, a company secretary, a shareholder and a data protection officer (DPO).

• Resident director: at least one individual with a registered physical residential address in Singapore.
• Company secretary: an individual ordinarily resident in Singapore, appointed within six months of incorporation. A sole director cannot act as company secretary at the same time.
• Shareholder: at least one shareholder, who can be an individual or a company. A private Singapore company can have at most 50 shareholders.
• DPO: the company must also appoint a data protection officer to ensure compliance with the Personal Data Protection Act 2012.

Auberique can cover all four roles on behalf of its clients.