Investment funds
Liquid and illiquid strategies, any asset class
We structure the fund, draft the documents, provide a licensed manager if you need one, and run the administration until wind-down.
Investment funds
Variable Capital Company
Singapore’s corporate fund. One umbrella, several ring-fenced sub-funds.
Discuss a fundFund structures compared
Comparison Matrix: VCC vs Closed-End Fund (LP Architecture)
- Variable Capital Company (VCC)
- A unified statutory corporate entity under the VCC Act 2018 designed for multi-series, umbrella, or open-ended investment strategies. It permits capital issuance, redemptions, and dividend distributions directly out of net assets, requiring an MAS-regulated fund management company.
- Closed-End Limited Partnership (LP)
- A contractual partnership registered under the Limited Partnerships Act 2008 where an institutional General Partner (typically an SPV Pte. Ltd.) exercises management control with unlimited liability, while Limited Partners enjoy statutory liability protection capped at their capital commitments under strict passive safe harbour provisions.
| Dimension | Variable Capital Company (VCC) | Closed-End Fund (GP/LP Structure) | Practical & Strategic Nuance |
|---|---|---|---|
| Variable Capital Companies Act 2018. Constitutes a distinct body corporate and separate legal person capable of owning assets, suing, and contracting in its own name. | Limited Partnerships Act 2008. Lacks separate legal personality. It is a contractual arrangement; all legal title, execution, and liabilities sit with the General Partner for and on behalf of the partnership. | Legal Standing: In an LP, any litigation or asset pledge must be executed by the GP entity, requiring strict asset-isolation between the GP’s personal estate and fund property. | |
| Not applicable. Governed by a corporate Board of Directors (mandating at least one Singapore-resident director who is also an approved representative of the regulated fund manager). | The GP bears unlimited liability for all partnership debts. Institutional sponsors incorporate a dedicated Private Limited Company (Pte. Ltd.) to act as GP. Alternatively, a Limited Liability Partnership (LLP) can serve as GP. | Institutional Standard: Pte. Ltd. GPs are standard. LLPs introduce fiduciary ambiguity under the LLP Act 2005 and complicate share transfers. If a corporate GP has no Singapore-resident director, an ACRA-registered local resident manager is mandatory. | |
| Single or Umbrella Structure. An umbrella VCC hosts multiple legally ring-fenced sub-funds. Statutory segregation under Section 29 of the VCC Act bars the assets of one sub-fund from satisfying liabilities of another. | Standalone Partnership. Multi-strategy or multi-vintage rollouts require incorporating distinct, parallel LP entities or parallel master-feeder conduits. | Cross-Border Contagion Risk: While statutory ring-fencing is absolute in Singapore, courts in foreign non-common law jurisdictions may not recognise umbrella sub-fund segregation without explicit contractual non-recourse clauses. | |
| Automatic Capital Parity. Paid-up share capital automatically equals Net Asset Value (NAV). Shares can be issued, redeemed, or dividends distributed directly out of capital without court sanction or member solvency tests. | Fixed Commitment / Drawdown Model. Governed contractually by the Limited Partnership Agreement (LPA). Capital is deployed via sequential drawdowns; returns of capital and carried interest follow a strictly drafted LPA waterfall. | Liquidity Flexibility: VCCs permit flexible equity redemptions for evergreen or liquidity-window structures; LPs lock capital for fixed 7–10 year lifecycles, requiring bespoke secondary transfer mechanisms. | |
| Shareholders enjoy corporate limited liability by statute, retaining ordinary voting rights attached to their share class without threatening limited liability status. | Limited Partners (LPs) are shielded up to their capital commitments, provided they do not participate in day-to-day management. Any active managerial acts breach limited liability under Section 6 of the LPA. | LPAC Structuring: The LPA must carefully track statutory safe harbours (Section 11, LPA First Schedule) to ensure LP Advisory Committee (LPAC) oversight over conflict transactions does not constitute "management". | |
| Statutory Mandate. Must appoint an MAS-licensed Capital Markets Services (CMS) fund manager or registered Venture Capital Fund Manager (VCFM) under Section 46 of the VCC Act. | Activity-Dependent. Regulated under the Securities and Futures Act 2001 (SFA). Managing collective investment schemes (CIS) requires an MAS licence. | Exclusion Routes: Proprietary single-asset closed-end vehicles or strictly passive family syndicates may fall outside the CIS definition if structured without sponsor discretion or active pooling, avoiding mandatory MAS manager appointment. | |
| High Commercial Privacy. The register of members (shareholders) must be maintained at the registered office and is not publicly inspectable or disclosed on ACRA BizFile+. | Public Partner Records. ACRA filings require registering the names and identifiers of all partners on public record, unless structured via bare trust nominees or intermediary holding entities. | Confidentiality: VCC structures offer superior statutory privacy for institutional LPs and high-net-worth allocators who decline public disclosure on state business registries. | |
| Corporate Taxpayer Model. Eligible for statutory fund tax exemptions (Section 13O / 13U of the Income Tax Act). Umbrella VCCs access Singapore's network of 100+ Double Tax Agreements (DTAs) at the umbrella corporate level. | Pass-Through Transparency. Tax-neutral by nature; income and capital gains flow directly to partners and are assessed under each partner’s domestic tax residence. | Withholding Tax: Because an LP is generally tax-transparent, it rarely accesses DTAs in its own right, requiring foreign portfolio assets to rely on double tax treaties between the target state and the ultimate LP jurisdictions. | |
| Governed by the VCC Constitution. Mandatory annual financial audit by a Singapore public accountant; annual return filings to ACRA; statutory anti-money laundering (AML/CFT) policy execution required. | Governed strictly by the contractual LPA. No statutory requirement for an annual general meeting (AGM) or annual statutory audit under the Limited Partnerships Act (unless mandated by the LPA or MAS licence). | Administrative Drag: Standalone VCCs carry higher statutory audit and compliance overhead; umbrella VCCs amortise these audit, governance, and director costs across multiple sub-funds. | |
| Multi-strategy hedge funds, serial syndicate sponsors, evergreen vehicles, and emerging managers launching multiple consecutive sub-fund vintages under a single infrastructure. | Institutional private equity, venture buyout, and closed-end private credit funds targeting traditional North American and European institutional allocators who mandate familiar pass-through partnership mechanics. | Allocator Familiarity: US and European institutional LPs default to LPAs; APAC regional allocators, family offices, and serial syndicate sponsors increasingly mandate VCC architectures. |
Choose the structure
Company or partnership, plus feeder.
We form, draft and host
Fund-in-a-box suite, including legals.
Investors join
One check, e-signing, commitments.
We run it to wind-down
Calls, net asset value, filings.
It depends on your long-term capital strategy.
Umbrella structures like Variable Capital Companies or segregated portfolio companies offer immense flexibility, allowing you to launch multiple sub-funds to scale an ongoing track record. Conversely, a traditional closed-end fund is typically better suited for single, fixed-life strategies where capital is securely locked up until a defined exit event.
Not necessarily, provided you leverage the right architecture.
You can operate under regulatory umbrella cover from an existing licensed firm or launch a sub-fund under a third-party manager. Auberique is happy to help. Alternatively, sponsors building a permanent institution will eventually want to apply for their own full regulatory licence to maintain complete structural autonomy.
Yes, with precise structural engineering.
A feeder fund can be explicitly architected to pool smaller capital commitments from investors, seamlessly channelling them as a single institutional ticket into the master fund. However, doing so requires rigorous adherence to local private placement caps and retail prospectus exemptions to prevent catastrophic compliance failures.
It depends entirely on your target asset class and projected operating drag.
The pooled capital must be sufficiently large to absorb ongoing administrative, legal, and regulatory compliance fees without severely eroding baseline investor yields. For example, highly regulated institutional vehicles demand significantly higher initial capitalisations to remain commercially viable compared to streamlined, single-deal syndications.
Yes, but with caution.
Admitting US capital instantly subjects the vehicle to stringent SEC regulatory perimeters and triggers complex FATCA tax reporting mandates that can disrupt global capital flows. To safely execute this, you must rigorously deploy bespoke feeder structures or strictly utilise cross-border exemptions to hermetically seal the primary fund from severe compliance liabilities.