Singapore legislation
Clause 19
Clause 19
Constitution of VCC
(1)
The following provisions are implied in the constitution of every VCC:
the liability of a member of the VCC is limited to the amount, (if any) unpaid on the shares held by the member;
the sole object of the VCC is to be one or more collective investment schemes in the form of a body corporate;
the property of the VCC must be measured on a fair value basis;
the actual value of the paid-up share capital of the VCC is at all times equal to the net asset value of the VCC;
shares of the VCC are to be issued, redeemed or repurchased at a price equal to the proportion of the net asset value of the VCC represented by each share, although the price may be adjusted by adding or subtracting (as the case may be) fees and charges in accordance with the constitution;
shares of the VCC that relate to a closed-end fund and listed for quotation on a securities exchange, are to be issued, redeemed or repurchased in accordance with the applicable listing requirements of the securities exchange;
the provisions in paragraphs (e) and (f) do not apply in relation to any shares during the initial offer period of the shares.
(2)
It is also implied in the constitution of every VCC that is an umbrella VCC that the VCC’s assets and liabilities must be allocated to, and used to discharge the liabilities of, each of its sub‑funds in accordance with section 29(1) and (3).
(3)
Any provision in the constitution is void to the extent that it is inconsistent with any provision implied in it under subsection (1) or (2).
(4)
The constitution of every VCC must state —
the name of the VCC and that it is incorporated under this Act;
the name of the manager of the VCC;
the full name, address and occupation of the subscriber or each subscriber to the constitution;
that the subscriber or each subscriber is desirous of being formed into a VCC and agrees to take the number of shares in the capital of the VCC set out opposite the subscriber’s name;
details of the right of the holder of a share in the VCC to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the property or any part of the property of the VCC, or to receive sums paid out of such profits, income, or other payments or returns;
details of the following rights (if any) of the holder of a share in the VCC:
the right to vote at any general meeting or at any meeting of shareholders of that class of shares;
the right to redeem or repurchase shares;
the right in respect of a scheme of arrangement, merger, reconstruction or amalgamation involving the VCC;
if any right in paragraph (f) does not apply, that fact; and
in respect of a VCC that consists of, or is to consist of, 2 or more collective investment schemes —
that fact; and
the policy of the VCC for forming a sub‑fund, and allocating in accordance with section 29(3) any assets and liabilities mentioned in that provision between sub‑funds.
(5)
The constitution of a VCC must contain the regulations for the VCC.
(6)
The constitution of each VCC must comply with such additional requirements as may be prescribed, and must be dated.
(7)
A copy of the constitution, duly signed by the subscriber or each subscriber and stating the number of shares that the subscriber has agreed to take, must be kept at the registered office of the VCC.
(8)
Subject to section 5, sections 23(1B), 39 and 40 of the Companies Act apply in relation to the constitution of a VCC as they apply in relation to the constitution of a company.