Singapore legislation
Clause 125
Clause 125
Application of Part VIII of Companies Act
(1)
Part VIII of the Companies Act applies in relation to a receiver or manager of the property of a VCC or a particular sub‑fund of an umbrella VCC, as it applies in relation to a receiver or manager of the property of a company or corporation, subject to section 5, the modifications set out in this section and sections 126, 127 and 128.
(2)
A reference in a provision of Part VIII of the Companies Act to the assets, property, debts, liabilities or creditors of a company or other corporation is to the assets, property, debts, liabilities or creditors of the VCC or of the sub-fund, as the case may be.
(3)
Except as otherwise stated in this section and sections 126, 127 and 128, a reference in a provision of Part VIII of the Companies Act to the company is to the VCC.
(4)
In addition to the persons mentioned in section 217(1) of the Companies Act, the following persons are also not qualified to be appointed as a receiver of the property of the VCC or the sub-fund of the VCC, and must not act as such:
the manager of the VCC, the custodian of the VCC (being a non-umbrella VCC) or the custodian of a sub-fund of the VCC;
a director, a secretary or an employee of such manager or custodian.
(5)
Section 217(3) of the Companies Act is omitted.
(6)
The reference in section 218(1) of the Companies Act to the rights of a receiver or other authorised person against the company is to the rights of a receiver or other authorised person against the VCC or the umbrella VCC in respect of the sub-fund, as the case may be.
(7)
A reference in section 218(4) or 223(1)(c) of the Companies Act to holders of debentures of the company is to holders of debentures of the VCC or of the sub-fund, as the case may be.
(8)
The following provision applies in place of section 219(1) of the Companies Act (which enables the Court to fix the remuneration of a receiver or manager of a company):“The Court may —
on an application by the liquidator of a VCC, by order fix the amount to be paid as remuneration to a person who, under a power contained in any instrument, has been appointed as receiver or manager of the property of the VCC or its sub-fund; or
on an application by the liquidator of a sub-fund, by order fix the amount to be paid as remuneration to a person who, under a power contained in any instrument, has been appointed as receiver or manager of the property of the sub-fund.”.
(9)
The following provision applies in place of section 220 of the Companies Act (which is about the appointment of a company’s liquidator as receiver of the company):“Where an application is made to the Court to appoint a receiver on behalf of holders of debentures or other creditors of —
a VCC; or
a sub-fund,which is being wound up by the Court, the Court may appoint the liquidator as such receiver.”.
(10)
A reference in sections 223(1) and 224 of the Companies Act to a statement in the prescribed form as to the affairs of a company or of any particulars concerning a company in the statement, is to a statement in the prescribed form as to the affairs of the VCC or of the sub-fund (as the case may be), or of those particulars concerning the VCC or the sub-fund, as the case may be.
(11)
The reference in section 223(3) of the Companies Act to the winding up of the company is to the winding up of the VCC or the sub-fund, as the case may be.
(12)
The reference in section 224(2)(a) and (d) of the Companies Act to an officer of the company is to —
where the statement in that provision is to be submitted to the receiver of the property of a VCC — an officer or the manager of the VCC or the custodian of the VCC (being a non-umbrella VCC);
where the statement in that provision is to be submitted to the receiver of the property of a sub-fund — an officer or the manager of the VCC or the custodian of the sub-fund.
(13)
The reference in section 224(2)(b) of the Companies Act to persons who have taken part in the formation of the company is to persons who have taken part in the formation of the VCC or the sub-fund, as the case may be.
(14)
The reference in section 224(2)(c) of the Companies Act to a person in the employment of the company is to a person in the employment of the VCC, or a person engaged by the VCC to provide any fund administration service.
(15)
An application under section 225(2) of the Companies Act for the audit of the accounts of the receiver or manager of the property of the VCC may be made by the VCC or a creditor of the VCC.
(16)
An application under section 225(2) of the Companies Act for the audit of the accounts of the receiver or manager of the property of the sub-fund may be made by the umbrella VCC of which the sub-fund is a part, or a creditor of the sub-fund.
(17)
A reference in section 225(3) of the Companies Act to a request of the company or corporation or a creditor is to a request of the VCC, the umbrella VCC of which the sub-fund is a part, or a creditor of the VCC or the sub-fund, as the case may be.