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Maritime and Shipping Law Services

PDegal LLC offers clients an extensive range of services to private equity and venture capital firms, family offices, providing advice and expertise on:

  • establishment and licensing of fund management companies and fund regulatory matters
  • establishment of family offices and variable capital companies (VCC) funds
  • structuring and establishment of offshore and onshore, private investment funds
  • offering of funds-related services
  • legal and regulatory requirements for fintech, digital assets and payment services
  • corporate advisory and guidance on fundraising, including the venture investment model agreements (VIMA)

The Variable Capital Company – a corporate structure for investment funds in Singapore

On 15 January 2020, the Monetary Authority of Singapore (MAS) launched the much awaited ‘Variable Capital Company’ (VCC), a new corporate structure customized to cater to the specific requirements of investment funds.

The VCC structure is based on the “Segregated Portfolio Company” structure – a company, which remains a single legal entity and may create segregated portfolios such that the assets and liabilities of each portfolio are legally separate from the assets and liabilities of any other portfolio, currently adopted by jurisdictions such as the Cayman Islands. Much like the Segregated Portfolio Company, the VCC can be structured as a stand-alone fund or an umbrella fund with multiple sub-funds.

This article seeks to provide an overview of the VCC structure including regulatory requirements and incentives, and highlight why the VCC is becoming an increasingly popular vehicle for fund and wealth management.

Key Features of the VCC

The following are the key features of a VCC:

  • The VCC can be structured as a single stand-alone fund or an umbrella VCC with multiple sub-funds.
  • Whether structured as a stand-alone fund or as an umbrella fund, the VCC and its sub-funds are considered a single legal entity.
  • When structured as an umbrella VCC, each sub-fund operates as a “cell” with distinct assets and liabilities, thereby allowing for ring-fencing of assets from other sub-funds within the umbrella VCC.
  • The VCC may be constituted as an open ended (i.e mutual and hedge funds) or closed end (i.e. venture and private equity funds) fund.
  • The VCC benefits from flexibility in relation to dividend payouts which can be paid out of its capital. This is in contrast to the traditional structure under the Companies Act, where dividends may only be paid out of profits.

Advantages of the VCC

As the VCC was introduced for the purposes of fund and wealth management, it has been ultimately tailored towards the needs of the aforesaid industries. Some of the key advantages of the VCC include the following:

  • Privacy and Confidentiality – The register of members and the Constitution (which embodies rights of investors, nuances of distributions etc.) of the VCC is publicly available information, providing necessary privacy and confidentiality to Investors and Fund/Wealth Managers alike.
  • Tangible cost efficiencies – When structured as an Umbrella VCC, sub-funds will benefit from streamlined operations viz. a common fund manager, team and board of directors, and common service providers i.e. custodian, counsel, auditor fund administrator etc. This would ultimately reduce significant statutory, regulatory cost and ongoing operational expenses.
  • Sub-Funds may adopt separate strategies as the VCC allows for versatile structures with ability to build in varied investor rights.
  • The VCC will benefit from tax incentives which will be granted at the umbrella level and cover all Sub-Funds (streamlined administration, decrease expenses etc.)

Grant Scheme

To encourage industry-wide adoption of the VCC framework from managers in Singapore and globally, the MAS has announced a generous grant to defray VCC related set up costs (the “Grants Scheme”).

Under the Grants Scheme, MAS will reimburse VCCs up to S$150,000 which can be utilized towards payments to eligible Singapore based service providers (legal and tax counsel, regulatory & compliance).

Tax Treatment and Incentives

For the purposes of tax, the VCC is treated as a company and a single entity. As such, the VCC need only to file a single Income Tax return with the Inland Revenue Authority of Singapore (IRAS) .

The VCC will also be able to be afforded tax benefits such as:

  • Tax Exemptions on qualifying investment income under the Tax Incentive Schemes (13R,13X, 13R).
  • Tax Exemption Scheme for New Start-Up Companies is also available to the VCC.
  • Eligibility for the ‘check- the-box’ election which makes it tax efficient for US investors.

Meet the Team

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Recent cases and news

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Meet the Team

A diverse and dynamic group of industry-leading lawyers committed to helping you solve your challenges.

Find out more

Recent cases and news

Get the latest insights and learn more about the cases we’re working on.

Find out more

Chambers & Partners – Asia Pacific 2023

PDLegal LLC is pleased to announce that Managing Partner, Peter Doraisamy, has been recognised and ranked by Chambers & Partners (Asia Pacific 2023 for Shipping: Domestic: Litigation). The following quotes appear with Peter’s ranking: –

“Peter Doraisamy of PDLegal in Singapore is a noted shipping lawyer in the market. He handles a wide range of disputes, including ship grounding, cargo and fraud-related cases” – Chambers & Partners – Asia Pacific 2023

“He is excellent in litigation. He has very good control of the case, collecting the right evidence and putting this into a very successful trial.” – Shipping Litigation Client

Chambers and Partners is the leading independent professional legal research company operating across 200 jurisdictions. Chambers and Partners delivers detailed rankings and insights into the world’s leading lawyers and law firms.

This ranking is a testimony to the expertise and experience of the Firm’s shipping practice and would not be possible without the support of our clients and friends.

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Meet the Team

A diverse and dynamic group of industry-leading lawyers committed to helping you solve your challenges.

View All
  • Peter Doraisamy

    Managing Partner

    “Peter is highly intelligent, with a keen awareness for issues. He often proposes simple, practical solutions for seemingly complex issues.”

    -Chambers & Partners – Asia Pacific 2024

  • Gerard Quek

    Deputy Managing Partner

    Gerard Quek – Lawyer Profile

    Gerard’s main areas of practice include fraud and asset recovery, commercial disputes, financial services law and regulation and shipping litigation.

  • Nazim Khan

    Senior Partner

    Nazim Khan – Lawyer Profile

    Nazim specialises in complex high value Commercial Litigation and International Arbitration.

  • Andrew Lee Weiming

    Partner

    Andrew Lee Weiming – Lawyer Profile

    In October 2017, Andrew was featured as one of “Asia’s brightest young legal minds under 40 years of age making waves” by Asian Legal Business.

  • Mato Kotwani

    Partner

    Mato Kotwani – Lawyer Profile

    Mato’s practice areas encompass civil and commercial litigation, criminal litigation (white-collar and general crime), employment law and other advisory work

  • Paul Papon Charoenpao

    Partner

    Paul Papon Charoenpao – Lawyer Profile

    Papon’s practice specializes in Financial Services, Venture Capital & Private Equity Funds, Mergers & Acquisitions, and other Corporate areas of laws.

  • Ling Wei Hong

    Partner

    Ling Wei Hong – Lawyer Profile

    Wei Hong is a dispute resolution specialist. His practice areas are Construction and Insurance.

  • Lakshman Shankar

    Partner, Head - India Desk

    Lakshman Shankar – Lawyer Profile

    Lakshman is an Indian-qualified lawyer registered as a foreign lawyer in Singapore. He has 24 years of experience and leads the firm’s India desk. 

  • Yzabel Dumaguing

    Counsel

    Yzabel Dumaguing – Lawyer Profile

    Yzabel’s main areas of practice are complex commercial and civil litigation (including cross-border commercial and corporate disputes), shipping, international arbitration and trade,  energy, natural resources & mining, and offshore.

  • Sathya Narayanan

    Counsel

    Sathya Narayanan – Lawyer Profile

    Sathya’s main areas of practice are civil and commercial litigation, restructuring and insolvency, and international arbitration.

  • Glenn Chua

    Counsel

    Glenn’s main areas of practice include fraud, asset recovery and investigations, complex commercial and cross-border disputes, restructuring and insolvency, international arbitration, and mediation. Glenn also specialises in white-collar criminal defence work.

  • Pranav Kamnani

    Counsel (Registered Foreign Lawyer)

    Pranav’s main areas of practice include complex commercial and cross-border disputes, international arbitration, and advisory services, with a primary focus in disputes relating to joint-ventures, shareholder disputes and construction. Pranav also has an interest in industry sectors such as technology and telecommunication, aviation and defence, and oil and natural gas.

  • Pumpumm Chomchai

    Associate

    Pumpumm Chomchai – Lawyer Profile

    Over 5 years of experience as a lawyer in the Corporate / Commercial, Foreign Investments, M&A, and Emerging Technologies Practices.

  • Elizabeth Wong

    Associate

    Elizabeth Wong Profile

    Elizabeth’s main areas of practice include civil and commercial litigation, criminal litigation.

Let's Get In Touch

Our Office

  • A:

    PDLegal LLC Advocates & Solicitors 1 Coleman Street #08-02 The Adelphi Singapore 179803

  • E:

    [email protected]

  • T:

    (65) 6220 0325

  • F:

    (65) 6220 0392

  • H:

    Mon - Fri : 9:00 am - 5:00 pm
    Sat : 8:30 am - 12:00 pm

We’re here to help you

We know what’s at stake, and our lawyers ready for you – if you would like to speak to us for more information, please contact our client services team who will be happy to assist.


    Let's Get In Touch

    Our Office

    • A:

      PDLegal LLC Advocates & Solicitors 1 Coleman Street #08-02 The Adelphi Singapore 179803

    • E:

      [email protected]

    • T:

      (65) 6220 0325

    • F:

      (65) 6220 0392

    • H:

      Mon - Fri : 9:00 am - 5:00 pm
      Sat : 8:30 am - 12:00 pm