Singapore VCFM Venture Capital Fund Manager License

Singapore VCFM Venture Capital Fund Manager License

VCFM application scope, Personnel requirements, Application Process and Ongoing Compliance

Venture Capital Fund Management Company (VCFM) is a specialized fund management path under the Singapore Capital Market Services (CMS) license, Only applicable to businesses eligible for the MAS Venture Capital Fund. Applicants must establish a company in Singapore, office, Management and professional team, and continued compliance with fit and proper, Anti-money laundering, conflicts of interest, Requirements such as outsourcing and regulatory filings. VCC fund structure and 13O, 13UTax arrangements are matters subject to separate assessment, It will not be automatically applied upon obtaining a VCFM license..

Release time: Application preparation reference
Hong Kong Huitong service teamApply for support
Document preparation and project coordination
work focus: business needs, Document consistency and matters to be confirmed
Service direction: Business description, Sorting out application materials and ongoing compliance matters
Service Description: Organize disclosure regulatory requirements based on proposed business operations, Material list and project nodes. Involving legal opinions, During audit or professional assurance, The corresponding professionals and service scope should be confirmed separately.; Competent agencies and banks make independent review decisions.
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. Singapore MAS Fund Management Company (FMC) statutory classification

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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.

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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.

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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, conflicts of interest, Outsourcing and regulatory filing requirements.

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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.

Monetary Authority of Singapore (MAS) office building logo
Monetary Authority of Singapore (MAS) logo.

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.

Singapore Marina Bay Urban Environment
Marina Bay is one of Singapore's main commercial and financial activity areas.

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, directors, CEO, Professional personnel, 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, conflicts 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 Checkpoints
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, Professional personnel, 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, conflicts 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.

Singapore Merlion and Financial District
Singapore Merlion and Marina Bay Financial District.

7. Hong Kong Huitong’s one-stop licensing and VCC structure implementation services

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VCFM / LFMC license full case agency

Assist in defining VCFM or LFMC application pathways, Preparing your company for MAS eLicensing, ownership, 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.

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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.

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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)

9. Relevant regulations, Regulatory information and further reading