A Variable Capital Company (VCC) is well suited to private equity funds in Singapore. It supports closed-end, drawdown structures and multiple ring-fenced sub-funds, while giving managers an onshore, regulated, treaty-eligible vehicle with access to Section 13O/13U tax incentives.
Why private equity managers use the VCC
- Closed-end and drawdown friendly — capital calls and distributions structured through share classes.
- Carried interest and hurdles — standard PE economics via dedicated share classes or the GP entity.
- Ring-fenced sub-funds — run multiple vintages or strategies under one umbrella, each legally segregated.
- Divestment-phase protection — 2025 guidance allows funds to avoid incentives lapsing solely because AUM falls during the divestment phase (confirm current rules with MAS).
The key players
| Role | Function |
|---|---|
| The VCC | The fund entity; ring-fenced sub-funds for different vintages or strategies |
| Licensed fund manager | Manages the VCC under a MAS CMS licence, held directly or via an existing licensed manager |
| Service providers | Fund administration, audit, and legal |
Managers without their own licence can launch under an existing manager — we partner with MAS-licensed CMS fund managers for qualified clients.
Tax incentives: 13O vs 13U
| Section 13O | Section 13U | |
|---|---|---|
| Typical fit | Smaller onshore PE funds | Larger / institutional PE |
| AUM | Lower threshold | Higher threshold |
| Domicile | Onshore | Onshore and offshore |
Both require economic substance in Singapore. Confirm thresholds with MAS and IRAS, and read the 13O vs 13U comparison.
Get started
See the VCC structure guide and the cost calculator. When ready, tell us about your fund and we’ll connect you with a licensed manager.
Frequently asked questions
Can a VCC be used for a closed-end private equity fund?
Yes. A VCC supports closed-end, drawdown-style private equity funds as well as open-ended strategies. Capital calls, distributions, and carried interest can be structured through the VCC's share classes and sub-funds.
How is carried interest handled in a VCC PE fund?
Carried interest is typically structured through a dedicated share class or the general partner entity. The VCC's flexible capital and multiple share-class design accommodate standard PE economics, including hurdle rates and catch-up.