1. Singapore MAS Fund Management Company (FMC) statutory classification
Open recruitment LFMC (Retail LFMC)
For clients including retail investors。Depending on whether to manage a collective investment scheme for retail investors，Base capital is usually S$500,000 or S$1 million。at least two directors、A CEO with ten years of relevant experience、Three relevant professionals with five years of relevant experience，and at least three full-time representatives based in Singapore，and must be set up independently、Dedicated local compliance function。
Qualified Investor LFMC (A/I LFMC)
Funds managed only for qualified or institutional investors，Base capital is usually S$250,000。at least two directors、A CEO with five years of relevant experience、Two relevant professionals with five years of relevant experience，and at least two full-time representatives based in Singapore。Compliance arrangements by asset management scale、Business nature and complexity determined。
Venture Capital Fund Manager (VCFM)
VCFM applies special fund qualification and ongoing supervision systems，and are exempted from certain general financial and operating terms。Applicants must still establish a Singapore company and dedicated physical office，Equipped with a CEO based in Singapore、executive Director、Professionals and Representatives，and continue to meet AML/CFT、conflict of interest、Outsourcing and regulatory filing requirements。
Current FMC application path
MAS’ current fund management guidelines use FMC to collectively refer to LFMC and VCFM。Applicants should be classified according to investor category、Whether the fund meets the conditions for venture capital investment、Asset Class and Business Process SelectionRetail LFMC、A/I LFMC or VCFM path。
2. Core [statutory conditions] and investment restrictions for applying for a VCFM license
1. Qualifying investment ratio：Except for non-qualified investments not exceeding 20%，The remaining committed capital of each fund after deducting fund-level fees，Must invest in eligible products directly issued by unlisted companies that have been established for no more than 10 years。
2. Non-qualifying investment limit：The amount used by each fund for non-qualified investments shall not exceed 20% of its committed capital after deducting fund-level fees.，For example, when the first investment is made, the company has been established for more than 10 years.，Or acquire interests from other investors through the secondary market。
3. Fund and investor restrictions：The fund shall not remain open for subscription，Nor may they be redeemed at the discretion of the investor；Only available to approved categories such as qualified or institutional investors。VCFM funds can only invest in unlisted assets，However, you can continue to hold the securities of the investee company that are listed after the investment.。
4. Place of establishment and office space：Applicants must be registered companies in Singapore，and has a dedicated、Safety、Permanent physical offices for the sole use of directors and employees of the company。
5. key personnel：There must be a CEO who is involved full-time in day-to-day operations and is resident in Singapore；at least two directors，At least one of them shall be an executive director who is involved full-time in day-to-day operations and is resident in Singapore；and at least two full-time professionals and representatives resident in Singapore。Personnel can serve concurrently when meeting the requirements of each position。
3. MAS Substantive Review Elements and [Licensing Exemption] Situations
non-substantive management activities：Marketing only、Customer service or administrative support，Arrangements that do not make or substantially affect investment decisions，Whether it constitutes fund management should be based on actual authority、Responsibility and business process judgment，Exemption cannot be determined based solely on the name of the contract。
Own or related funds：Only manage own funds or funds that meet specific related relationships，May not constitute third-party fund management business requiring a CMS license；Single-family offices must also be checked separately according to MAS’s current exemption framework.，All related fund management cannot be considered exempt。
real estate fund：Only management of real estate assets or only for real estate development、Holding related project securities for infrastructure and other purposes，and is only available to qualified or institutional investors.，Specific exemptions may apply；If investment in regulated derivatives or other funds is involved，Conclusion may differ。
MAS review core：Whether to carry out portfolio management、“Substantial asset management activities” such as investment research or transaction execution。If it can exert substantial influence or control over the investment portfolio，Need to apply for a license。
MAS Assessment Factors：The track record and fund management experience of the applicant and its parent company；Fitness and propriety；Internal risk management capabilities；Business model credibility。
4. Statutory [Application Process] for Obtaining VCFM and LFMC Licenses
step 1：Local entity establishment and structure preparation
Establish a Singapore company，Implement dedicated office space that complies with regulations。Prepare business plan according to guidelines、Organizational chart and equity structure chart (must penetrate to the applicant’s ultimate controller)。
step 2：Submit application via eLicensing
Submit LFMC or VCFM application through MAS eLicensing system。VCFM application should be submitted in accordance with the current MAS fund management guidelines. 1，and prepare the final controller at the same time、director、CEO、professionals、Information about representatives and their responsibilities。
step 3：Pay application fee
MAS’s current CMS fee guidelines set out，The application fee for a new CMS license is S$1,000 and is non-refundable；The application fee for existing licensees applying to add regulated activities or capital markets product categories is S$500。The specific payment method shall be handled according to the current notice of eLicensing and MAS.。
step 4：MAS review and in-principle approval (IPA)
MAS expects to take up to 6 months to complete the review of FMC applications that have complete information and meet the admission standards.。Successful applicants usually have up to 6 months to meet the IPA conditions；if there is good reason，MAS may extend for another 3 months at its discretion。Business is complex、When the information is incomplete or the application undergoes major changes，The review will take longer，MAS may also require resubmission。
step 5：Formal licensing and ongoing compliance
Obtain CMS license after meeting IPA conditions。Although VCFM is exempted from certain general financial and operating terms，Still subject to ongoing compliance with fit and proper、AML/CFT、conflict of interest、Representatives、outsourcing、Applicable requirements such as misconduct reporting and periodic filings；No fund management business has been carried out within 6 months after the license is issued，The license will be invalid。
5. Applicable Boundaries of VCC Structure and Tax Matters in Singapore
| matter | 核对要点 |
|---|---|
| VCC fund structure | A VCC can be set up as a single fund or an umbrella VCC containing multiple sub-funds.。VCC qualifications must be checked separately before establishment、Directors and key personnel、fund manager、audit、Anti-money laundering and post-registration reporting requirements；VCFM license and VCC registration are two different procedures。 |
| Fund management company tax | Singapore’s general corporate income tax rate is 17%。Can fund managers apply financial sector incentives?，Depends on current plan、Approval and continuing qualifications，Old personnel cannot be replaced、Salary or AUM thresholds are considered to be the prevailing uniform standards。 |
| Fund entity tax | 13O、13Arrangements such as U are aimed at fund entities，It does not automatically take effect just because the fund manager obtains the VCFM license.。Fund structure、Asset size、professionals、local business expenses、Investment and application conditions should be based on the MAS at the time of application、IRAS and Income Tax Act Rules Check。 |
| Performance compensation and carried interest | management fee、performance pay、Tax treatment of carried interest and investment returns depends on contractual rights、capital investment、risk taking、Relationships and actual execution，Tax exemption cannot be guaranteed simply by changing the name or structure。 |
6. core benchmarking：The difference between Singapore FMC and Hong Kong No. 9 plate
Licensing Classification：Hong Kong No. 9 Plate and Regulated Activities under Singapore’s FMC Regime、Customer scope and license conditions are not the same。Cross-border management arrangements should determine whether the license is triggered in both places.、Representative personnel and product level requirements。
Capital caliber：The base capital of Singapore A/I LFMC is usually S$250,000；VCFM is exempted from certain general financial requirements。Hong Kong No. 9 license plates apply different paid-up capital and liquid capital requirements depending on whether they are allowed to hold client assets and other conditions.，Can't compare just one number。
Compliance arrangements：VCFM does not apply to some LFMC special provisions，However, AML/CFT must still be performed、conflict of interest、outsourcing、personnel、Misconduct reporting and periodic reporting obligations, etc.。Can small A/I LFMCs rely on group or external compliance support?，Also subject to conditions listed in MAS guidelines。
7. Hong Kong Huitong’s one-stop licensing and VCC structure implementation services
VCFM / LFMC license full case agency
Assist in defining VCFM or LFMC application pathways，Preparing your company for MAS eLicensing、Equity、personnel、Fund strategy、business plan、Risk Management and AML/CFT Information，And ensure that the application documents are consistent with the actual fund structure and investment process。
VCC umbrella fund structure construction
Assist in evaluating single or umbrella VCC structures according to ACRA's current procedures，And respectively implement the directors of VCC、company secretary、auditor、Fund managers and continuous reporting arrangements after registration。
13O / 13U Tax-free incentive application
Combined with fund structure evaluation 13O、13Applicability of tax arrangements such as U，And prompt the applicant to press MAS、IRAS and professional tax advice to check the ongoing conditions during application and after approval。
8. Core Q&A on Singapore VCFM license and fund structure (FAQ)
VCFM is a venture capital fund management path under Singapore CMS license.，Only funds that meet the conditions of MAS venture capital funds can be managed。The regime provides exemptions from certain general financial and operating provisions，However, applicants must still satisfy local entities、office、Management、Fit and proper and ongoing regulatory requirements。
The amount used by each fund for non-qualified investments shall not exceed 20% of its committed capital after deducting fund-level fees.；The remaining committed capital must be invested in eligible products directly issued by unlisted companies that have been established for no more than 10 years.。
VCFM funds shall not remain open for subscription，Nor may they be redeemed at the discretion of the investor。Funds can only invest in unlisted assets，However, if the invested company goes public after the fund invests,，Funds may continue to hold underlying securities；This does not mean that listed securities or IPOs can be used as new investment targets。
Applicants must have a CEO who is involved full-time in day-to-day operations and is resident in Singapore；at least two directors，At least one of the executive directors is involved in the business full-time and is based in Singapore；and at least two full-time professionals and representatives resident in Singapore。MAS will still assess whether personnel experience matches the fund strategy and responsibilities。
VCFM is exempted from certain financial and operating terms that apply to general FMCs，But still subject to fit and proper、AML/CFT、conflict of interest、outsourcing、Misconduct Report、Personnel and periodic reporting requirements。The specific scope of exemption should be based on SF(LCB)R、SF(FMR)Checking R and MAS current guidelines。
VCC is the corporate structure used for investment funds in Singapore，Can be set up as a single VCC or an umbrella VCC containing multiple sub-funds。The assets and liabilities of each sub-fund are segregated in accordance with the law.；The establishment and operation must also meet ACRA’s requirements for directors、key personnel、fund manager、Audit and ongoing reporting requirements。
VCC must have qualified directors in accordance with ACRA and VCC legislation、company secretary、Auditors and Fund Managers，and complete registration and post-registration compliance。Fund managers can be licensed、Institutions that are registered or qualify for certain exemptions，Cannot be generalized to any Singapore-based manager。
Exemption depends on actual activity and statutory conditions。Only manage own or specific related funds、Only manage qualifying real estate funds，or merely provide administrative support not involved in investment decisions，May not constitute fund management that requires a license；Single-family offices should also check separately according to the current exemption framework of MAS.。
MAS’ current fund management guidelines use FMC to collectively refer to LFMC and VCFM。LFMC is divided into Retail LFMC and A/I LFMC according to customer scope.；Only managers whose funds meet the requirements of venture capital funds are suitable for the VCFM path。
MAS’s current CMS fee guidelines set out，The application fee for a new CMS license is S$1,000 and is non-refundable，The company’s fixed annual fee for fund management activities is S$4,000。Other regulated activities、Representatives and submission methods should be separately checked according to MAS's current charges and system requirements.。
After submitting a complete application via eLicensing，MAS expects to take up to 6 months to complete review of FMC applications that meet the admission criteria.。After passing the review，Applicants usually have up to 6 months to meet the IPA conditions；if there is good reason，MAS may extend for another 3 months at its discretion。
Singapore’s general corporate income tax rate is 17%。Whether a fund manager can apply financial sector incentives depends on the current plan、Approval and Continuing Eligibility，Old staff salary or AUM thresholds cannot be regarded as current uniform standards。
13O、13Plans such as U are aimed at fund entities，Subject to fund structure、Asset size、professionals、local business expenses、Application for current conditions such as investment and declaration，It does not automatically apply because the fund manager holds a VCFM license.。
carried interest、The tax treatment of performance compensation and investment returns depends on the contract、capital investment、risk taking、Relationships and actual execution。The name or structure alone does not guarantee tax exemption，Professional tax advice appropriate to the specific facts should be obtained before implementation。
The scope of activities and license conditions of the two systems are different。Specialized fund qualifications and personnel requirements apply to Singapore VCFM，and are exempted from certain general financial terms；The capital and liquid capital requirements of Hong Kong No. 9 license are subject to license conditions such as whether it is allowed to hold client assets.，You cannot judge which system is more lenient based on a single capital figure.。
9. Relevant regulations、Regulatory information and further reading
| Data category | Related information |
|---|---|
| Professional interpretation | |
| Licensing and regulatory authorities | |
| MAS official information | |
| VCC official information |
