Steps to Re-Domicile a Foreign Fund into a Singapore VCC

This article describes the general steps of the re-domiciliation of foreign funds into Singapore. It gives the details of how to transfer a corporate registration from one jurisdiction to another. Fund managers with assets in the offshore jurisdictions may wish to examine the possibility of re-domiciling such funds to Singapore (using the Singapore VCC route).
Re-domicile to Singapore - Envysion Wealth

This article describes the general steps of the re-domiciliation of foreign funds into Singapore. It gives the details of how to transfer a corporate registration from one jurisdiction to another.

Fund managers with assets in the offshore jurisdictions may wish to examine the possibility of re-domiciling such funds to Singapore (using the Singapore VCC route).

Examples of offshore structures which can be re-domiciled to a Singapore VCC  are segregated portfolios in the Cayman Islands and Guernsey.

Changes to Singapore’s Companies Act

There are two main changes to the Singapore Companies Act that made it possible to re-domicile foreign corporates into Singapore.

The first change was the introduction of the inward re-domicile regime that took effect from 11 October 2017. The change in the Act permits the “inward” re-domiciliation of corporate entities to Singapore. There are requirements for the foreign entity to re-domicile to Singapore. For example, there is a size criterion, and the foreign entity must be authorized to transfer its incorporation under the law of its jurisdiction. These requirements have been waived in relation to investment funds.

The second change was when Singapore formally launched the Variable Capital Companies regime, which took effect from 15 January 2020. The VCC is a legal entity that is especially suited for investment funds. These two key developments have made it easier to re-domicile a foreign-based investment fund to Singapore. 

These foreign-based investment funds can use the Variable Capital Company (“VCC”) structure as a fund vehicle across traditional and alternative strategies. The VCC structure may be open-ended or closed-end funds and allows flexible features and parameters.

Cost Considerations When Shifting to Singapore

Singapore is a leading global financial center and is recognized for its fund management expertise. 

Companies that intend to re-domicile their existing investment funds from a foreign jurisdiction to Singapore may want to examine the additional benefit and the need to migrate vs. the cost of re-domiciliation.

Benefits vs. Cost of Re-Domiciliation

Some of the benefits of moving to Singapore is its Financial Action Task Force (FATF) status as a jurisdiction, the friendly tax regime, and the access to its wide variety of services for investment funds.

There are tax advantages for investment funds incorporated as a Singapore VCC. Singapore allows tax exemptions for VCC’s under the Onshore Fund Tax Incentive Scheme (13R) or the Enhanced-Tier Fund Tax Incentive Scheme (13X). 

Singapore has the added advantage of 86 tax treaties in place.  

Expenses and Effort Required

Cost considerations of moving to a Singapore VCC include the setup fees includes 

      • ACRA application fees 
      • VCC Setup charges and services by a corporate service provider
      • Legal fees
      • 13R or 13X tax exemption application (subject to meeting prescribed norms)

There are also ongoing fees to consider, and they include:

      • Annual audit fees
      • Fund management fees
      • Fund admin fees
      • Corporate services fee
      • Custodian fees if necessary

Another cost to consider is the potential tax consequence triggered by the foreign investment fund’s movement from its jurisdiction to Singapore. It is recommended to consult a tax expert before moving the fund to Singapore.

Foreign fund managers should consider the various potential costs mentioned above. The effort required to enhance the fund’s economic substance should commensurate with the additional benefits of relocating permanently to Singapore. 

The following are the illustrative preparatory steps when moving a foreign investment fund to Singapore. Before embarking on this journey, understand, assess, and prepare the steps and actions to be taken before seeking the requisite approval in Singapore and after the ACRA’s grant of re-domiciliation is approved. 

Steps and Considerations to Re-Domicile Foreign Investment Fund to Singapore

  1. Examine whether the foreign jurisdiction permits outbound domiciliation. Prepare a comparative statement on regulatory regimes (a) applicable to the foreign fund in the foreign jurisdiction versus (b) applicability of Variable Capital Companies Act of Singapore and the associated regulations. This ensures the compatibility of both regulatory regimes (outward vs. inward) and smooth transition.

  2. Has the foreign investment fund completed at least one financial year in its current home jurisdiction?

  3. Document the rationale for the re-domiciliation of the investment fund.

  4. Determine if there are any “exit” tax consequences in the foreign jurisdiction on unrealized gains and whether those gains are potentially taxable in Singapore. The same tax point is relevant and should be determined for each jurisdiction in which the foreign fund has investment exposure. It is recommended to consult a tax expert and seek advance ruling before carrying out the re-domiciliation exercise.

  5. Prepare a compliance checklist and an overall basis and examine all requirements and formalities associated with the inward re-domiciliation regime in Singapore.

  6. Take steps to commence the preparation of the solvency statement of the foreign investment fund.

  7. Ensure all books and records, accounts, regulatory filings, and all matters relating to the foreign jurisdiction are current and up to date.

  8. Prepare a current list of all contingent liabilities of the investment fund to be migrated.

  9. Prepare a list of charges (if any) that will require registration in Singapore with ACRA. Some examples of the costs can be against liability or uncalled share capital of a company.

  10. Ascertain if there are any outstanding share warrants or similar entitlements that are outstanding or potentially outstanding? These share warrants and any bearer shares issued before being re-domiciled to Singapore will be considered void.

  11. Complete a financial audit for the latest completed financial year, preferably by an audit firm based in Singapore. Using a Singapore auditor will make the process easier when transferring the company to Singapore.

  12. Obtain Certificate of Good Standing and Certificate of Incumbency from the home jurisdiction.

  13. Ensure there are no ongoing legal processes or issues against the foreign investment fund and its directors that may derail the process.

  14. Read and consider important contracts in terms of any clauses or covenants that may impact the company’s accounts when re-domiciliation.

  15. Hold an initial conversation with the regulator in the foreign jurisdiction on the proposed plan to undertake an outbound domiciliation to Singapore. Obtain in-principle approval to this effect (if possible), which may be subject to formalities to comply.

  16. If the foreign investment fund has taken leverage, hold an initial conversation with leverage providers. Obtain in-principle approval and a plan to shift any covenants to the Singapore entity.

  17. Understand and assess the record-keeping rules of the regulations in Singapore as applicable. A Singapore auditor will be able to advise on the relevant requirements.

  18. If there are underlying documents or supporting materials that are not in the English language, arrange for the translations of the documents to English. Arrange for all relevant documents to be certified-true-copy.

  19. Examine and compare the details in the current offer document of the foreign investment fund against the Singapore requirements. The offering document must make the proper disclosures and conform with Singapore’s requirements depending on investors’ type. For example, for retail investor funds, a retail fund prospectus with the appropriate disclosures. For restricted funds that are for accredited investors, then an information memorandum is required. However, an offering document may not be necessary if the investment fund is for a single-family office with no need for outside investors.

Initial Setup Steps for Singapore VCC

  1. Hold an initial conversation in Singapore with the relevant agencies, statutory boards, and ACRA, as appropriate. 

  2. Determine if the intended name of the company is available from ACRA. 

  3. Examine the need to carry out an interim audit for the current year by appointing Singapore based audit firm, if relevant and necessary. 

  4. Prepare cash-flow projections for the next three years, including proposed operations in Singapore. 

  5. Prepare solvency statement for adoption and approval by all directors. Be prudent and conservative while preparing the solvency statement. 

  6. Provide ACRA with confirmations, undertakings, and specific disclosures as required. Use the Transfer of Registration Declaration form, which can be completed by a corporate secretarial service provider or a company director.

  7. Understand the Singapore Standard Industrial Classification (SSIC) codes available for the application with ACRA. 

  8. Obtain consent letters from directors and various professional parties, including finalization of letter of appointment for each professional party. An example includes consent from the licensed fund manager if applicable.

  9. Prepare soft copies of all relevant documents and certified true copies in PDF format. The recommended file size per document should NOT exceed the prescribed limit (5MB). 

  10. Review the internal corporate governance framework and board conduct procedures of the incoming investment fund entity to reflect Singapore’s compliance requirements. 

  11. Seek shareholder or investor approvals and leverage providers’ consent for the re-domiciliation to Singapore if applicable.

Obtaining Fund Registration in Singapore

  1. Submit an application to ACRA using the prescribed form (Transfer of Registration TOR1), together with fees and all annexures required. 

  2. If applicable, take steps to register the charges against the company with ACRA within 30 days from the ACRA registration date. Registration of the charge against the company can be reported using the relevant Registration of Charge form, which is found on the ACRA website.

  3. Subject to applicable regulations in the Constitution, issue share certificate and debenture certificates to investors within 60 days from the ACRA date of registration.

  4. Notify all relevant parties of all operational changes and other matters arising from re-domiciliation. Changes include change of address, office opening hours, and bank account numbers.

  5. Concurrently close and complete all formalities of the company in its former location. Arrange for the document evidencing de-registered in its previous place of incorporation and submit it to ACRA within 60 days (or as may be prescribed) from the date of issuance of the notice of transfer of registration. 

  6. Complete all pending formalities in Singapore and convene the first board meeting in Singapore upon completing registration with ACRA. 

we are happy to assist you in moving your family office or foreign-based investment fund to Singapore. We work with our strategic partners to assist in the smooth transfer of your assets. Contact us at or via the contact form below.

Note: This is NOT an exhaustive list of action points. This note is to enable preliminary discussion only. The information contained in this article should NOT be construed as professional advice. 


The original article was written by Benoy Philip, who is a Singapore based Structuring & Compliance Consulting Professional. Mr. Philip has worked in various business segments (mutual fund, capital markets, corporate finance, legal industry, SGX-Catalist Continuing Sponsor, investment management, and corporate services), has gained significant insights into the structuring of Singapore entities, identifying issues and compliance requirements, 

Important Information

This document is prepared for clients of Envysion Wealth Management (“Envysion”) only. Information has been obtained from sources believed to be reliable but Envysion or its affiliates and/or subsidiaries do not warrant its completeness or accuracy except with respect to any disclosures and it should not be relied on as such. The information, opinions, estimates and forecasts contained herein are as of the date of this document and are subject to change without notice.

We have not considered any individual’s portfolio, investment objectives, risk tolerance, portfolio diversification or particular needs and are not intended as recommendations of particular securities, financial instruments or strategies to particular clients. The recipient of this communication must make his/or own independent decisions regarding whether this communication and any securities or financial instruments mentioned herein, is appropriate in the light of its existing portfolio holdings and/or investment needs.

The information in this document cannot disclose everything about the nature and risks of the above mentioned product. This is not an exhaustive list of the risks involved, nor should it be regarded as offering advice on the suitability of these investments for you. In addition to considering your own circumstances and needs, please read carefully and make sure you understand this product’s objectives, risks, charges and expenses, as well as the contents of any term sheet or such equivalent documentation before you make any investment.

Before making any investment, you should consider all risks carefully and consult an independent financial adviser as necessary before dealing with any financial products mentioned in this document.


This document may contain information proprietary to Envysion which may not be reproduced or redistributed in whole or in part without Envysion’s prior consent. It is not an offer or a solicitation nor an advice or by itself a recommendation with respect to such investment products. It does not have regard to the specific investment objectives, investment experience, financial situation and the particular needs of any recipient or customer. You should exercise caution in relation to any potential investment. You should independently evaluate the presented product and consider the suitability of such investment, considering your own specific investment objectives, investment experience, financial situation and/or particular needs. You will need to decide on your own as to whether or not the contents of this document are suitable for yourself. If you have any doubt about the contents of this document and/or the suitability of any investment products mentioned herein, you should obtain independent financial, legal and/or tax advice from your professional advisers as necessary.


Envysion is not in the business of providing, and do not provide, tax, accounting or legal advice to any clients. The material contained herein is prepared for informational purposes and is not intended or written to be used, and cannot be used or relied upon for tax, accounting or legal advice. You are responsible for consulting your own independent advisor as to the tax, accounting and legal consequences associated with your investments/transactions based on your particular circumstances. This document and other related documents have not been reviewed by with the Monetary Authority of Singapore nor any regulator elsewhere.

This document may not be published, circulated, reproduced or distributed in whole or in part to any other person without Envysion’s prior written consent. This document is not intended for distribution to, publication or use by any person in any jurisdiction outside Singapore, where such distribution, publication or use would be contrary to applicable law or would subject Envysion and its related corporations, connected persons, associated persons and/or affiliates (collectively, “Affiliates”) to any registration, licensing or other requirements within such jurisdiction.

 Investments carry significant risk, including the possible loss of the principal amount invested. Financial instruments or other products denominated in a foreign currency are subject to exchange rate fluctuations, which may have an adverse effect on the price or value of an investment in such products. No liability is accepted by Envysion for any loss (whether direct, indirect or consequential) that may arise from any use of the information contained in or derived from this document.

Past performance is not a guarantee or indication of future results. Any prices provided in this document (other than those that are identified as being historical) are indicative only and do not represent firm quotes as to either price or size. You should contact your advisor directly if you are interested in buying or selling any financial instrument or other product or pursuing any trading strategy, investment strategy or wealth planning structure that may be mentioned in this document.

While reasonable efforts have been made to ensure that the contents of this document have been obtained or derived from sources believed by Envysion to be reliable, neither Envysion nor its Affiliates has independently verified the accuracy of such source(s). Envysion and its Affiliates and their respective officers, employees, agents and representatives do not make any express or implied representations, warranties or guarantees as to the accuracy, timeliness or completeness of the information, data or prevailing state of affairs that are mentioned in this document and do not accept any liability for any loss or damage whatsoever, direct or indirect, arising from or in connection with the use of the contents of this document.


Envysion and its Affiliates may have issued other reports, analyses, or other documents expressing views different from the contents hereof and all views expressed in all reports, analyses and documents are subject to change without notice. Envysion and its Affiliates reserve the right to act upon or use the contents hereof at any time, including before its publication herein. The author of this document may have discussed the information contained therein with others within or outside Envysion and the author and/or other personnel may have already acted on the basis of this information (including communicating the information contained herein to other customers of Envysion). Envysion, its personnel (including those with whom the author may have consulted in the preparation of this communication), and other customers may be long or short the financial instruments or other products referred to in this document, may have acquired such positions at prices and market conditions that are no longer available, and may have interests different from or adverse to your interests.

This document is not intended for circulation or distribution outside Singapore, other than to whom such circulation or distribution is permitted by, or is exempt from the requirements of, the applicable laws and regulations of Singapore.


Share on facebook
Share on twitter
Share on linkedin