Efforts by the Singapore Academy of Law will allow lawyers to better service the investment funds industry

Lawyers will now have a common starting point when advising their clients on the new Variable Capital Company (“VCC”) framework. The VCC is a corporate entity that is tailor-made for investment funds[1]. That’s because lawyers can now refer to two model constitutions developed by the Singapore Academy of Law (“SAL”).

These documents will reduce the time for incorporation of a new fund as a VCC and assist in overcoming the industry’s lack of familiarity with the VCC structure. They are intended for use by open-ended funds and closed-end private funds.

The model constitutions were developed under the auspices of SAL’s Promotion of Singapore Law Committee, following an industry-wide consultation exercise involving law firms and industry associations[2]. They will ensure that Singapore’s legal practitioners are able to leverage the introduction of the VCC in Singapore, which has been described as a “game changer”[3] for Singapore’s fast-growing investment funds industry. As the documents were developed by a multi-disciplinary team (see Appendix A for a list of members of the working group), they can also be used by fund managers, accountants, tax advisors and fund administrators.

According to the Monetary Authority of Singapore (MAS)’s 2018 Singapore Asset Management Survey, assets under management (AUM) in Singapore increased by 5.4 per cent to S$3.4 trillion in 2018[4]. MAS has also embarked on several initiatives to enhance Singapore’s position as a full-service Asian hub for fund management and fund domiciliation. The VCC is one such initiative that will complement the existing suite of fund structuring options in Singapore.

“By supporting the adoption of VCCs in Singapore, we are helping the legal profession secure more business opportunities, both local and global. Lawyers will be able to use the model constitutions to service the investment funds industry more effectively,” said Ms Serene Wee, Chief Executive of SAL. “This is in line with our mandate of promoting and developing Singapore law and its legal sector.”

Users can access the VCC model constitutions on SAL’s Singapore Law Watch website (http://www.singaporelawwatch.sg) from 3 December 2019. They can be downloaded for reference and/or customised for use as required.

The model constitutions are SAL’s latest effort to support the development of Singapore fund structures which promote the use of Singapore law. Last year’s Venture Capital Investment Model Agreements (VIMA) builds on the increasing global recognition and acceptance of Singapore as an international dispute resolution hub, by incorporating Singapore law as the governing law for venture capital transactions.  

[1] The Variable Capital Companies Bill was passed in Parliament in October 2018, paving the way for the incorporation of VCCs in Singapore. MAS estimates that the VCC framework could create over 1,000 new jobs in the first two years of its introduction.

[2] The model constitutions are not drafted or endorsed by the Monetary Authority of Singapore or the Accounting and Corporate Regulatory Authority.

[3] New framework to take Singapore funds industry to new level (The Business Times, 2 October 2018) https://www.businesstimes.com.sg/banking-finance/new-framework-to-take-singapore-funds-industry-to-new-level

[4] 2018 Singapore Asset Management Survey https://www.mas.gov.sg/-/media/MAS/News-and-Publications/Surveys/Asset-Management/Singapore-Asset-Management-Survey2018.pdf