Enhanced governance for VCCs in Singapore

Singapore's focus on innovation and high regulatory standards can be seen in affect through the growth of Variable Capital Companies (VCCs) in the region. Strong governance is essential to ensuring VCCs not only meet, but exceed, the expectations set forth by the Monetary Authority of Singapore (MAS). 

MAS released the IID 04/2025 circular on 26 June 2025, following a thematic review of Singaporean VCCs and their managers in 2024. This summarises the key observations made, expectations and good practises for VCC managers in their management and governance of VCCs. Tervinder Chal, managing director of Ogier Global in Singapore, looks at what this means for our clients and the services we provide in respect to VCCs.

Effective board structures and oversight 

The importance of an effective board structure for VCCs is one of the key points the MAS has raised in this report. It is essential that every VCC appoints at least one director who is either a director or a qualified representative of the MAS-regulated manager, this ensures board effectiveness and a good level of oversight. In practice, we recommend the appointment of additional independent directors, where appropriate, to further enhance governance standards and introduce valuable perspectives. 

Oversight structures must ensure that all regulated activities, whether in respect to deal sourcing, investment management or marketing, are carried out by persons properly appointed as representatives of the VCC manager. This not only adheres to MAS requirements but materially reduces the risk of lapses in fund management oversight. 

Continuous compliance with regulatory guidelines 

Robust governance requires ongoing compliance with key MAS regulations. A VCC manager must maintain independent custody of assets (unless the VCC qualifies for specific exceptions) and ensure all individuals conducting regulated tasks are appropriately licensed. Dormant or asset-less VCCs should be routinely reviewed and wound down if necessary to avoid regulatory breach. 

Regular board and staff training in anti-money laundering and countering the financing of terrorism (AML / CFT) measures remains critical. Directors must exercise sufficient oversight over the activities of eligible financial institutions (EFIs) appointed by the VCC, thereby enhancing the effectiveness of AML / CFT frameworks. 

Ogier Global in Singapore's VCC expertise 

At Ogier Global, we support fund managers, VCC directors, compliance professionals, financial institutions, investors and advisors with implementing strong governance policies and fostering a culture of compliance and responsible governance. Our Singapore team helps clients meet and exceed MAS standards, building reputational resilience and sustainable value across Singapore’s fund ecosystem. 

For information on how we can meet your specific VCC needs, please contact Tervinder Chal.

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.

Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice