Scope and basis of this page
This page collects 63 terms that family offices commonly meet when reading VCC, 13O / 13U and SFO licensing exemption documents, arranged in six groups (basic structure, management and licensing, tax incentives, family and beneficial structures, compliance and filing, and succession and restructuring) and given in Chinese and English. Definitions of statutory terms follow the current text of the VCC Act, MAS Circular FDD Cir 05/2026 (31 Jul 2026), the MAS FAQs on the SFO licensing exemption (12 Jun 2026) and the fourth edition of the IRAS VCC tax framework (22 Apr 2026); for entries marked "practice term", the meaning depends on the specific contract.
Basic structure
- 可变资本公司 Variable Capital Company (VCC)
A legal person registered under the Variable Capital Companies Act 2018 (VCC Act) whose sole statutory object is to operate as one or more collective investment schemes. It must not carry on any business inconsistent with that object, and a breach can attract a fine of up to S$150,000 (s 15). It is a legal fund vehicle, not a tax incentive in itself.
- 伞形 VCC Umbrella VCC
A VCC with two or more sub-funds. Each sub-fund's assets and liabilities are segregated under s 29 of the VCC Act, while sub-funds share one board, one statutory manager and the VCC-level service providers. Family offices often use it to keep separate accounts for different members, generations or investment strategies.
- 非伞形 VCC Standalone VCC
A VCC with no sub-funds, operating as a single fund. Its structure is simpler and suits families with one portfolio and no current need for segregation; if segregation by member or strategy is needed later, the structure has to be reassessed.
- 子基金 Sub-fund
A separately constituted portfolio within an umbrella VCC, which must be registered with ACRA within 7 days of establishment (s 27). A sub-fund is not a separate legal person (s 32), but it can be wound up separately as if it were one (s 33), and it is treated as a separate person for stamp duty.
- 资产负债隔离 Segregation of Assets and Liabilities
Section 29 of the VCC Act provides that a sub-fund's assets may not be used to discharge the liabilities of the VCC or any other sub-fund, that a sub-fund's liabilities may be met only from its own assets, and that any provision to the contrary is void. It protects the boundaries between sub-funds; it is not an asset protection arrangement at the level of individual shareholders.
The value of assets measured at fair value less liabilities. Section 19 of the VCC Act provides that a VCC's paid-up share capital is at all times equal to its net asset value, and that shares are issued, redeemed or repurchased in proportion to NAV; NAV is also the value basis for stamp duty on unlisted shares.
- 公允价值计量 Fair Value Basis
Section 19 of the VCC Act requires a VCC's property to be measured at fair value. For families, unlisted equity, operating-company shares and alternative assets are harder to value, and the valuation method and frequency directly affect subscription and redemption prices, tax incentive thresholds and the stamp duty base.
- 集合投资计划 Collective Investment Scheme (CIS)
An arrangement that pools investors' money for investment by a manager. A VCC can exist only in the form of one or more collective investment schemes (VCC Act s 15); in its CRS guidance, IRAS classifies collective investment schemes as Investment Entities.
Shares within the same VCC or sub-fund that carry different rights, for example different distribution, redemption or voting arrangements. The register of members must record the name and registration number of the sub-fund and the class of shares each member holds (VCC Act s 81). Families can use share classes to distinguish the rights of contributors and beneficiaries, as set out in the constitution.
- 永续存续 Perpetual Succession
The legal attribute of a body corporate whose existence does not end on changes in, or the death of, its shareholders or directors. Section 16(5)(b) of the VCC Act gives a VCC perpetual succession, which is the legal basis for a VCC continuing across generations; the inheritance of shares and changes of director still have to be dealt with separately.
- VCC 章程 VCC Constitution
The VCC's constitutional document, covering share classes, issue and redemption, valuation, distributions, the establishment of sub-funds and directors' powers; terms implied by law (such as fair value measurement) also apply. Family governance arrangements must be consistent with the constitution, and in any conflict the constitution and the law prevail.
Management and licensing
- 法定管理人 Permissible Fund Manager
Section 46 of the VCC Act requires a VCC to have a qualifying manager at all times: the holder of a capital markets services licence for fund management, an institution listed in SFA s 99(1)(a)–(d), or a person prescribed by regulations; a VCC cannot be its own manager. Whether an SFO under the class exemption can act requires legal advice or confirmation from MAS.
- 单一家族办公室 Single Family Office (SFO)
An entity managing assets for a single family. In Singapore it must be locally incorporated and operate under the class exemption in paragraph 5(1)(ba) of the Second Schedule to the SF(LCB) Regulations, and may manage money only for family members, family trusts and wholly family-owned companies, family charities and key employees (MAS, 12 Jun 2026).
- SFO 类别牌照豁免 Class Licensing Exemption for SFOs
A framework effective from 15 June 2026: a qualifying SFO does not need a fund management licence, but must notify MAS within 14 days of commencing business, the SFO and each of its fund vehicles must open accounts with a MAS-licensed bank (a fund vehicle incorporated overseas may instead use a regulated bank in a jurisdiction meeting FATF standards), and it must file an annual return each year. MAS has said it will generally no longer grant case-by-case exemptions.
- 持牌基金管理公司 Licensed Fund Management Company (LFMC)
A company holding a capital markets services licence for fund management under the SFA, which may manage money for third parties and act as a VCC's statutory manager. MAS will not license a company that manages only its own assets, and an applicant must have a credible plan to manage third-party money (SFA 04-G05, para 3.4).
- 资本市场服务牌照 Capital Markets Services (CMS) Licence
A licence issued under the Securities and Futures Act (SFA) for regulated activities such as fund management. MAS has said that for a complete fund management application, its review takes up to about 6 months (29 Aug 2024); the review period says nothing about the outcome.
- 外部管理人 External Manager (practice term)
Not a statutory term; it refers to a licensed fund management company appointed by the family and unrelated to it. A family VCC managed by such a company is not an SFO fund under MAS's definition and must instead be assessed against the third-party investor condition of the non-SFO track; classification is best confirmed with MAS in advance.
- 转委托 Sub-delegation
A Singapore fund management company delegating part of the investment management to another manager. MAS permits this, but the delegating manager must remain fully responsible for the overall management of the fund and to investors, and it is the delegating manager that must meet the tax scheme conditions (FDD Cir 05/2026, Annex 12 FAQ 15).
- 联合管理 Co-management
Joint management of an incentivised fund by more than one fund management company. MAS requires each to be a Singapore company, to take full responsibility for the performance of its own portfolio, and to employ the minimum number of qualifying investment professionals itself (FDD Cir 05/2026, Annex 12 FAQ 16).
- 开业通知 Notice of Commencement of Business
The notification a new SFO must submit to MAS within 14 days of starting operations in Singapore; SFOs operating before 15 June 2026 have a transition period to 15 June 2027. A service provider may file on the SFO's behalf, but must attach a declaration signed by the family member providing the assets and an SFO director (MAS, 12 Jun 2026).
- 关键雇员 Key Employees
The SFO's executive directors, chief executive officer, chief financial officer and investment professionals (MAS SFO licensing exemption FAQ 1, 12 Jun 2026). An SFO may manage money for them, but assets from key employees in aggregate must not exceed 10% of the SFO's assets under management; key employees may hold a non-controlling stake of no more than 10% in the SFO.
- 董事人选要求 Director Requirements
Section 48 of the VCC Act requires at least one director ordinarily resident in Singapore and at least one director who is a director of the manager or its qualified representative; the two may be the same person. ACRA also requires a company secretary to be appointed within 6 months of registration.
- 基金行政管理人 Fund Administrator (practice term)
A service provider responsible for valuation and NAV calculation, shareholder registration, reconciliation and reporting. It is not a mandatory role named in the VCC Act, but most family-office VCCs appoint one to support the audit, the tax incentive Annual Declaration and bank due diligence.
- 托管人 Custodian
A financial institution that safekeeps fund assets. Section 82 of the VCC Act allows the custodian of a standalone VCC to require the register of members; under an umbrella VCC, a sub-fund's custodian may obtain only information on members of that sub-fund. Whether a family-office VCC must appoint a custodian depends on asset types, the manager arrangement and bank requirements, subject to legal advice.
Tax incentives
- 13O 计划 Section 13O Scheme
The fund tax incentive under section 13O of the Income Tax Act, for companies (including VCCs) incorporated and tax-resident in Singapore. It must be applied for from MAS and its conditions met in each basis period; the scheme expires on 31 December 2029, and funds already awarded may continue to enjoy it while they keep meeting the conditions.
- 13U 计划 Section 13U Scheme
The fund tax incentive under section 13U, for approved standalone fund vehicles or approved structures. SFO funds awarded on or after 1 August 2026 need at least S$50 million of AUM in DI and 3 qualifying investment professionals (2 at application).
- SFO 基金 SFO Fund
Defined in the MAS circular as a fund vehicle whose assets come mainly from members of the same family and which is managed by an SFO exempt under paragraph 5(1)(ba) (FDD Cir 05/2026, para 4.1). Conditions on staffing, AUM in DI, local spending, capital deployment and a private banking account apply.
- 非 SFO 基金 Non-SFO Fund
A fund vehicle that is not an SFO fund, usually managed by a licensed fund management company, which must have capital from third-party investors or a genuine intention to raise it; the annual minimum AUM in DI condition has been removed (with retrospective effect from 1 January 2025), and it may not hold family operating businesses.
- 指定投资 Designated Investments (DI)
The list of investment classes eligible for tax exemption under 13O / 13U, as set out in the annexes to the MAS circular. Investments in family operating businesses do not count towards an SFO fund's minimum AUM in DI even if they are designated investments, but they can count towards other conditions.
- 指定投资下的管理资产 AUM in DI
Assets under management measured in designated investments. For SFO funds awarded on or after 1 August 2026, the thresholds at application and at the end of each basis period are at least S$20 million for 13O / 13OA and at least S$50 million for 13U (FDD Cir 05/2026, paras 4.3–4.4).
- 合资格投资专业人员 Qualifying Investment Professional (IP)
A Singapore tax resident earning more than S$3,500 a month who is substantively engaged in portfolio management, research or trading and lawfully employed by the fund management company; operations, administrative, finance and accounting roles do not count (FDD Cir 05/2026, footnote 18, Annex 11).
- 本地业务支出 Local Business Spending (LBS)
The annual threshold for a fund's qualifying spending in Singapore. For SFO funds it has three tiers by AUM in DI: S$200,000, S$500,000 and S$1 million; qualifying donations and grants to blended finance instruments may partly count towards it, with grants recognised at 2 times the actual amount, but such credits apply only once the minimum local business spending has been met (FDD Cir 05/2026, para 4.5(a), footnotes 23–24, Annexes 6B/7B).
- 资本部署要求 Capital Deployment Requirement (CDR)
An SFO fund must invest the lower of 10% of AUM in DI and S$10 million in securities listed on Singapore-approved exchanges, products distributed by locally licensed institutions, or unlisted Singapore companies with substantive operations, with some categories counted at 2 times (para 4.5(b)).
- 私人银行账户条件 Private Banking Account Condition
SFO funds awarded on or after 1 August 2026 must hold a private banking account with a MAS-licensed financial institution at application and throughout each basis period (FDD Cir 05/2026, para 4.5(c)). This is a separate condition from the bank account required under the SFO class exemption.
- 基期 Basis Period
The accounting period corresponding to a Year of Assessment, usually the preceding financial year. 13O / 13U conditions are tested by basis period; if the conditions are not met at the end of any basis period, the exemption is not available for the corresponding Year of Assessment, and Annual Declarations are also submitted by basis period.
- 课税年度 Year of Assessment (YA)
The year in which Singapore income tax is computed, based on income of the preceding year. The 13O / 13U Annual Declaration, the deadline for first bringing investment professionals up to the required number, and Form C are all calculated by Year of Assessment.
- 年度声明 Annual Declaration
The declaration that every 13O / 13OA / 13U fund must submit to MAS for each Year of Assessment within 4 months of the end of the basis period; if it is not submitted or the fund is uncontactable, the exemption is not available for that year, and MAS may require an auditor's certification and may terminate the award.
- 第三方投资者 Third-party Investor
A concept in the non-SFO fund conditions, meaning an investor that is not a related party of the fund management company (FDD Cir 05/2026, footnote 12). Whether a VCC holding only family money and managed by a licensed external manager can meet this condition should be confirmed with MAS.
- GST 减免 GST Remission
Qualifying funds may enjoy remission of Goods and Services Tax (GST) on certain expenses until 31 December 2029, provided the fund is managed or advised by a fund manager in Singapore (FDD Cir 05/2026, Annex 4). There is also a withholding tax exemption, subject to the conditions in the circular.
- 居民证明 Certificate of Residence (COR)
A document issued by IRAS for claiming tax treaty benefits. A sub-fund is not a legal person and cannot obtain a certificate of residence on its own; the certificate is issued in the name of the umbrella VCC and lists the sub-funds (IRAS VCC tax framework, 4th edn, para 5.4).
Family and beneficial structures
- 家族成员 Family Member
Defined by MAS as all lineal descendants of a single common ancestor, including current or former spouses, adopted children and stepchildren, the spouse's parents and the spouse's siblings; the common ancestor must be no more than five generations from the youngest generation at the time the SFO is set up (MAS SFO licensing exemption FAQ 2).
- 受益所有人 Beneficial Owner
The individual who ultimately owns or controls a VCC's shares or assets. A VCC must appoint an eligible financial institution to identify customers and beneficial owners, and must maintain a register of beneficial owners, which is not open to the public (MAS Notice VCC-N01).
- 家族信托 Family Trust
An arrangement under which a settlor transfers assets to a trustee to hold for family beneficiaries. Family trusts are among the persons an SFO may serve, and the trustee may be registered as a VCC shareholder; the trust terms, reserved powers and the trustee's licensing need to be designed by trust counsel.
- 私人信托公司 Private Trust Company (PTC)
A company acting as trustee for a single family. In Singapore it may be exempt from trust business licensing, but it must appoint a licensed trust company to ensure AML/CFT compliance and notify MAS using Form 8 within one month of commencing trust business (MAS, 29 Sep 2023).
- 家族经营企业 Operating Businesses of the Family
Businesses the family actually runs. A 13O / 13U SFO fund may hold them without limit, but they do not count towards minimum AUM in DI; a non-SFO fund may not hold them; and an SFO fund must not be used for treasury management for an operating business or business group (FDD Cir 05/2026, Annex 11).
- 家族章程 Family Constitution (practice term)
An internal family governance document setting out values, decision-making processes, how members join and leave, succession rules and similar matters. It is not the VCC constitution, and the two must be aligned; its legal effect depends on its form and the jurisdiction concerned, and needs legal advice.
- 永续期 Perpetuity Period
The maximum duration of a trust under s 32(1) of Singapore's Civil Law Act: 100 years or any shorter period set by the trust instrument. Where a trust holds VCC shares, the trust's duration and the VCC's perpetual succession need to be coordinated in advance.
- 受益人提名 Insurance Nomination
An arrangement under the Insurance Act by which a policyholder names who will receive the policy moneys. LIA explains that the policyholder must be the life assured and at least 18 years old, so a policy held by a trust, company or VCC cannot use this nomination (LIA, March 2026).
Compliance and filing
- 合资格金融机构 Eligible Financial Institution (EFI)
The financial institution a VCC must appoint under MAS Notice VCC-N01 to carry out AML/CFT checks, including identifying customers and beneficial owners and maintaining the register of beneficial owners (as amended 30 Jun 2025).
- 年报 Annual Return
A VCC must file an annual return with ACRA within 7 months of financial year end, at a fee of S$1,600, and late filing can attract a penalty of up to S$600; the AGM must be held within 6 months of financial year end, and the first financial year may not exceed 18 months (ACRA; VCC Act ss 97–98).
- 法定审计 Statutory Audit
A VCC must appoint an auditor within 3 months of registration, and the small-company audit exemption in sections 205B and 205C of the Companies Act does not apply to VCCs; an umbrella VCC must keep separate accounts for each sub-fund under the same accounting standards (VCC Act s 100(2)).
- 公司所得税申报表 Form C
The corporate income tax return a VCC must use. An umbrella VCC files only one set of income tax forms; its chargeable income is the sum of its sub-funds', and the tax rules apply at sub-fund level (IRAS VCC tax framework, 4th edn, paras 5.9, 5.40).
- 估计应税所得 Estimated Chargeable Income (ECI)
An estimate of chargeable income for the period that a company (including a VCC) reports to IRAS before filing Form C. The filing deadline and the circumstances in which filing is waived follow IRAS's latest guidance.
- 共同申报准则 Common Reporting Standard (CRS)
The OECD standard for automatic exchange of financial account information. Singapore has exchanged information since September 2018; Reporting Financial Institutions must register by 31 March and report by 31 May; the amended standard applies from 1 January 2027 (IRAS, 9 Sep 2026).
- 新加坡申报金融机构 Reporting SGFI
A Singapore financial institution that must register with IRAS and report account information under CRS. According to IRAS's guidance on collective investment schemes, where investors hold directly or are named in the register, the reporting obligation lies with the scheme.
- 专题检查 Thematic Review
The thematic inspection MAS carried out on VCCs and their managers in 2024, after which it set out its governance and management expectations in Circular IID 04/2025 on 26 June 2025. A law firm's summary (secondary source) notes that merely moving existing assets into a VCC without making investment decisions does not amount to substantive fund management.
Succession and restructuring
Stamp duty of 0.2% on the higher of consideration and value on a transfer of shares, with unlisted shares valued at NAV. Sub-funds of an umbrella VCC are treated as separate persons for stamp duty; ordinary cancellation and issue of shares are not dutiable, but are charged as a transfer if used to effect one (IRAS).
- 重组与合并减免 Reconstruction or Amalgamation Relief
One of the categories of stamp duty relief on shares listed by IRAS; there is also relief for "transfer of assets between associated permitted entities". Thresholds, holding periods and applicability to VCCs or sub-funds are subject to IRAS's assessment, and their availability should not be assumed in advance.
- 遗产税 Estate Duty
Singapore no longer levies estate duty on deaths on or after 15 February 2008 (IRAS). Cross-border families must still consider inheritance, gift and income tax rules in mainland China, Hong Kong or other jurisdictions, and obtain local professional advice.
- 遗产承办 Grant of Probate / Letters of Administration
A document issued by the court authorising an executor or administrator to deal with an estate. Transferring VCC shares after a shareholder's death usually requires such a document; for non-residents of Singapore, the procedure and timing are subject to the court and legal advice.
- 迁册 Re-domiciliation
A foreign fund company becoming a Singapore VCC by transferring its registration; the ACRA fee is S$9,000 plus S$400 per sub-fund (29 Jan 2026). Families with existing offshore investment companies may assess this option; after re-domiciliation the sole-object and statutory manager requirements apply in the same way.
- 资本利得 Capital Gains
Gains from disposing of assets. IRAS explains that gains from selling property, shares and financial instruments in Singapore are generally not taxed, but those regarded as trading may be taxed; the tax consequences of moving business shares into a VCC depend on the nature of the transaction.
The two common ways VCC shares move between family members: a direct transfer, or redemption followed by an issue to the new shareholder. The documents, valuation and stamp duty consequences differ; an ordinary issue does not attract stamp duty on shares, but one used to effect a transfer does.
Sources and dates
- Variable Capital Companies Act 2018 — Singapore Statutes Online (AGC) · 2026-10-24
- Step 1: Understanding VCC features, eligibility & requirements — Accounting and Corporate Regulatory Authority (ACRA) · 2026-01-29
- Filing annual returns (VCC) — Accounting and Corporate Regulatory Authority (ACRA) · 2026-01-30
- FAQs on Licensing Exemption Framework for Single Family Offices — Monetary Authority of Singapore (MAS) · 2026-06-12
- Circular FDD Cir 05/2026: Tax Incentive Schemes for Funds — Monetary Authority of Singapore (MAS) · 2026-07-31
- Notice VCC-N01 Prevention of Money Laundering and Countering the Financing of Terrorism – VCCs — Monetary Authority of Singapore (MAS) · 2025-06-30
- IID 04/2025 Governance and Management of Variable Capital Companies — Monetary Authority of Singapore (MAS) · 2025-06-26
- Licensed trust companies — Monetary Authority of Singapore (MAS) · 2023-09-29
- IRAS e-Tax Guide: Tax Framework for Variable Capital Companies (Fourth Edition) — Inland Revenue Authority of Singapore (IRAS) · 2026-04-22
- Common Stamp Duty Remissions and Reliefs for Shares — Inland Revenue Authority of Singapore (IRAS) · 2026-01-21
- CRS Overview and Latest Developments — Inland Revenue Authority of Singapore (IRAS) · 2026-09-09
- Civil Law Act 1909, s 32 — Singapore Statutes Online (AGC) · 2026-10-22
- Your Guide to Nomination of Insurance Nominees — Life Insurance Association Singapore (LIA) · 2026-03