1. Singapore MAS Fund Management Company (FMC) statutory classification
Open recruitment LFMC (Retail LFMC)
For any type of investor。Minimum base capital S$500,000-S$1 million。Requires at least 3 full-time Singapore employees(Have at least 5 years of experience)，CEO with at least 10 years of experience，and must establish an independent and dedicated compliance function。
Qualified Investor LFMC (A/I LFMC)
Only for qualified investors。Minimum base capital S$250,000。At least 2 full-time Singapore employees(5years of experience)and 2 directors。If assets under management exceed S$1 billion，An independent compliance function needs to be established locally。
Venture Capital Fund Manager (VCFM)
No minimum base capital and management scale requirements! At least 2 full-time Singapore employees(No minimum relevant experience required)，2directors。Significantly reduces the application qualification and approval process，Follow-up compliance costs are extremely low。
Registered fund manager (RFMC) [To be abolished]
Open to no more than 30 qualified investors(Among them, there are no more than 15 fund structures.)，Assets not exceeding S$250 million。Note：MAS has issued consultation plan to scrap RFMC regime，Existing agencies will transition to A/I LFMC。
2. Core [statutory conditions] and investment restrictions for applying for a VCFM license
1. 80% Investment red line：Must be at least 80% The amount of subscribed capital (excluding fund-level fees) invested in the establishment shall not exceed 10 Securities issued directly by unlisted companies。
2. 20% exemption space：may not exceed 20% The subscribed capital is used to invest in other unlisted enterprises that do not meet the above requirements (for example, the enterprise has been established for more than 10 years)，Or acquire shares from other investors through the secondary market)。
3. Fund structure restrictions：The venture capital fund must be a closed-end fund，Not available for open subscription，And investors have no right to redeem。Investors must be qualified investors or institutional investors。Start-up funds are not allowed to invest in listed company securities。
4. Place of establishment and office：Must be an entity established in Singapore，and has a dedicated、Secure, permanent physical office space，Access restricted to directors and employees。
5. Key employee allocation：Must have at least 2 directors (at least 1 resident in Singapore)、2professionals and 2 representatives。The same natural person who meets the conditions can concurrently serve as the above-mentioned directors.、Professionals and Representatives。
3. MAS Substantive Review Elements and [Licensing Exemption] Situations
Exemption case one：Only provide channelized services for customer investment or asset planning，without substantial input or influence，Nor does it accept responsibility for investment performance (e.g. solely engaged in asset marketing and customer service)。
Exemption situation two：Substantively manage its “own funds” or affiliated entity funds (proprietary monies)，Does not involve third-party assets (such as single family offices)。
Exemption three：Manage asset pools "investing only in real estate assets" for qualified and institutional investors，whose sole purpose is to invest in real estate development projects and/or real estate (not exempt if financial derivatives are involved)。
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 your application online through the CEL system
Submit application through enterprise online storage system (eLicensing/CEL)。LFMC needs to submit Form 1A；VCFM needs to submit Form 1V。For VCFM，Representatives and their titles are indicated directly on Form 1V，No need to submit separate appointment form。
step 3：Pay application fee
Pay the non-refundable application fee to MAS 1,000 Singapore dollars (if already a licensed LFMC applying for additional regulated activities，Submit the Form 5 and pay 500 Shingen)。
step 4：MAS review and in-principle approval (IPA)
MAS estimated review time：VCFM longest 4 months，LFMC/RFMC longest 6 months。An In-Principle Approval (IPA) will be issued upon completion of the review，The applicant has 6 Months to replenish share capital、Requirements such as providing written commitments or appointing key personnel。
step 5：Formal licensing and ongoing compliance
Officially obtain a CMS license after meeting the requirements。VCFM only needs to comply with anti-money laundering(AML)、Basic obligations such as internal/independent annual audits，Exemption from mandatory third-party independent valuations and dedicated in-house compliance functions。
5. Singapore Variable Capital Company (VCC) Structure and [Tax Framework]
| Tax/Structure Category | Details of statutory policies and compliance points |
|---|---|
| VCC (variable capital company) Architecture | Available as a single company fund，It can also be registered as an "umbrella fund" containing multiple sub-funds (the assets and liabilities of the sub-funds are isolated from each other)。Greatly protect privacy，Financial reports and shareholder registers are not disclosed to the public。Must be managed by a licensed fund manager resident in Singapore。 |
| Basic rates and exemptions | Singapore corporate income tax rate 17%。No tax on capital gains (section 13Z of the safe harbor rules provides for tax exemption for certain periods)，No exchange controls，No inheritance tax。Dividend withholding tax is 0，interest withholding tax 15%。 |
| Fund manager tax benefits (FSI-FM) | For fund managers：If approved by MAS，and have at least 2.5 billion S$ in assets under management and 3 investment professionals，The corporate income tax rate can be found from 17% down to 10% preferential tax rate。 |
| Tax incentives for fund entities (13CA/13R/13X) | 13CA (Offshore funds tax exempt，Not applicable to VCC)； 13R (now 13O，Singapore resident funds are tax exempt，Annual business expenditure of S$200,000 required)； 13X (now 13U，Special funds tax-free，Requires scale of S$50 million and 3 professionals)。 |
tax notes：structured as performance pay(Performance Fee)additional interests(Carried interest)by 17%/10% tax impact；If the structure is return on investment，usually not taxable。
6. core benchmarking：The difference between Singapore FMC and Hong Kong No. 9 plate
Differences in dealing logic：Hong Kong implements a unified asset management license (No. 9 license)，According to the type of investors, Singapore MAS、quantity、Minimum benchmark capital breaks down asset management licenses (Retail LFMC / A/I LFMC / VCFM）。
Capital requirement differences：Hong Kong No. 9 license plate (if holding client assets) requires HKD 5 million in equity and HKD 3 million in liquid capital；Singapore A/I LFMC requires only S$250,000 in basic capital，VCFM is even more 0 capital requirements。
Internal compliance differences：Hong Kong mandates the appointment of core functional managers(MIC)and designate independent compliance personnel；There is no mandatory requirement for a dedicated internal compliance function for Singapore VCFM，A/I LFMC Compliance functions can also be outsourced when the size is less than S$1 billion。
7. Hong Kong Huitong’s one-stop licensing and VCC structure implementation services
VCFM / LFMC license full case agency
Handle the entire process from local company registration to submission of Form 1V/1A to MAS。Write a business plan、Risk Management Framework and AML Regime，Agents should undergo strict background checks and inquiries by MAS。
VCC umbrella fund structure construction
Provide a smooth “soft landing” restructuring strategy for your offshore funds。Assistance in setting up independent or umbrella VCC funds，Singapore resident directors equipped with legal requirements、Company Secretary and Auditor。
13O / 13U Tax-free incentive application
Tailor-made fund tax planning。Assistance in applying for the Financial Sector Incentive-Fund Management Incentive Grant from MAS(FSI-FM)” and the tax exemption plan for fund entities，Ensure that investment income legally enjoys zero tax treatment。
8. Core Q&A on Singapore VCFM license and fund structure (FAQ)
VCFM (Venture Capital Fund Manager) is a lightly regulated venture capital fund manager license issued by Singapore MAS in 2017.。It aims to simplify the application process，No baseline capital and management scale requirements，It is the best way for offshore private equity funds to "soft land" in Singapore.。
Venture capital funds managed by VCFM must invest at least 80% The investment direction of the subscribed capital contribution “is established not to exceed 10 Securities issued directly by unlisted companies in 2017。Only allow up to 20% The funds are used to invest in other unlisted companies (such as established more than 10 years ago or secondary acquisitions)。
Can't。Regulations strictly restrict funds managed by VCFMs to being "closed-end"，It shall not continue to be open for subscription and investors shall not have the right to redeem it.。at the same time，Start-up funds are not allowed to invest in listed company securities，Unable to participate in secondary market transactions such as stock placements。
Compared to LFMC，VCFM requirements are minimal：Directors are not required to have at least 5 years of experience in asset management。Only requires at least 2 full-time Singapore employees、2 directors (at least one of whom is resident in Singapore) and 2 Representative。The same natural person can hold multiple positions concurrently。
VCFM waives third-party independent valuation of fund assets、Establish a dedicated internal compliance department、Onerous and rigid obligations such as specific risk control and complex information disclosure。Only anti-money laundering compliance is required(AML)、Internal/independent annual audit and annual reporting requirements。
VCC is Singapore’s unique flexible investment fund structure。It is available as a single fund，Can also be used as an "umbrella fund" (the assets and liabilities of each sub-fund are segregated from each other)。What's more important，It greatly protects investor privacy，Financial reports and shareholder registers are not open to the public.。
The core premise is：VCCs must be substantially managed by a licensed or regulated fund manager (such as LFMC or VCFM) resident in Singapore。also，Local secretaries and auditors are also required。
If only channelization services are provided without substantial investment impact、Substantial management of “Proprietary Monies” or related family entity funds (such as a single family office)，Or manage only "real estate asset pools" for qualified investors，No need to hold a license。
MAS sees convergence in business models of RFMC and LFMC。New RFMC applications will no longer be accepted from January 2024。Existing RFMCs must apply for transition before the system is abolished，Upon approval, it will directly become a fully regulated A/I LFMC。
Payable when submitting online application (Form 1V or 1A) 1,000 Non-refundable application fee in Singapore dollars。After being issued a license，Usually required to pay 4,000 Fixed annual fee in Singapore dollars (LFMC is also required to pay a variable fee based on the number of representatives)。
Prepare business plans and compliance documents and submit them online through the CEL system。MAS’s expected review period for LFMC is up to 6 months，VCFM is 4 months。Upon approval, an In-Principle Approval (IPA) will be issued，The applicant has 6 It will take several months to implement the final conditions such as personnel capital injection.。
The regular corporate tax rate is 17%。But if the fund manager is approved for the "Financial Sector Incentive-Fund Management Incentive Payment (FSI-FM)"，The tax rate can be reduced to 10%。The condition is：Licensed、Employ at least 3 professionals with a monthly salary of more than S$3,500，And the scale of assets under management exceeds 2.5 billion SGD。
Singapore creates tax-free privileges for funds：13O (formerly 13R) is tax-exempt for Singapore resident funds，Requires annual business expenses of at least S$200,000；13U (original 13X) is tax-free for special funds，No registration restrictions，But it requires a capital scale of SGD 50 million and 3 professional investors.。
Singapore tax law has no specific provisions on Carried Interest。If the structure is designed as "performance compensation(Performance Fee)”，then accept 17% or 10% Impact of corporate tax and consumption tax；If cleverly designed for “return on investment”，then tax is generally not required under the statutory form。
Hong Kong’s No. 9 license plate has extremely high requirements (for example, holding client assets requires 5 million Hong Kong dollars in equity and a MIC system for core functions)；In Singapore, licenses are subdivided according to investor types.，Among them VCFM even 0 capital requirements，A/I LFMC also requires only 25 Basic capital of S$10,000，Extremely friendly to the capital threshold。
