Singapore legislation
Clause 48
Clause 48
VCC must have certain description of director, etc.
(1)
Every VCC must have —
at least one director who is ordinarily resident in Singapore; and
at least one director (who may be the same person as in paragraph (a)) who is either a director or a qualified representative of the manager of the VCC.
(2)
A director of a VCC must be a natural person who has attained the age of 18 years and who is otherwise of full legal capacity.
(3)
Subject to subsection (5), unless the constitution otherwise provides, a director of a VCC may resign by giving the VCC a written notice of his or her resignation.
(4)
Subject to subsection (5), the resignation of a director is not conditional upon the VCC’s acceptance of his or her resignation.
(5)
Despite anything in this Act, the constitution of the VCC or any agreement with the VCC, a director of a VCC must not resign or vacate his or her office unless there is remaining in the VCC —
at least one director who is ordinarily resident in Singapore; and
at least one director (who may be the same person as in paragraph (a)) who is either a director or a qualified representative of the manager of the VCC.
(6)
Any purported resignation or vacation of office in breach of subsection (5) is invalid.
(7)
Subsection (5) does not apply where a director of a VCC is required to resign or vacate his or her office —
if the director has not within the period in section 147(1) of the Companies Act (as applied by section 54) obtained his or her qualification; or
by reason of his or her disqualification or removal or the revocation of his or her appointment as a director (as the case may be) under section 53, 55, 56, 57, 58, 59, 60 or 61.
(8)
If there is a contravention of subsection (1), the Registrar may, either of his or her own motion or on the application of any person, direct the members of the VCC to appoint —
a director who is ordinarily resident in Singapore; or
a director who is either a director or a qualified representative of the manager of the VCC,if the Registrar considers it to be in the interests of the VCC for such appointment to be made.
(9)
If the direction under subsection (8) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(10)
If there is a contravention of subsection (1) and —
the Registrar fails to give the direction under subsection (8); or
such direction has been given but is not complied with,the court may, on the application of the Registrar or any person, order the members of the VCC to appoint —
a director who is ordinarily resident in Singapore; or
a director who is either a director or a qualified representative of the manager of the VCC,if the court considers it to be in the interests of the VCC for such appointment to be made.
(11)
If a VCC carries on business for more than 6 months without having —
at least one director who is ordinarily resident in Singapore; and
at least one director (who may be the same person as in paragraph (a)) who is either a director or a qualified representative of the manager of the VCC,a person who, for the whole or any part of the period that the VCC so carries on business after those 6 months —
is a member of the VCC; and
knows that the VCC is carrying on business in that manner,is liable for the payment of all the debts of the VCC contracted during the period or (as the case may be) that part of the period, and may be sued for the debts.