Clause 30

Where the Registrar has reasonable cause to believe that —

an umbrella VCC is not carrying on any business in relation to any of its sub‑funds; or

a sub-fund of an umbrella VCC is not in operation,the Registrar may send to the umbrella VCC and its directors, secretaries and members holding shares issued in respect of the sub‑fund, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to declaring the sub‑fund dissolved.(2) Without limiting subsection (1), in determining whether there is reasonable ground to believe that an umbrella VCC is not carrying on any business in relation to a sub‑fund, the Registrar may have regard to such circumstances as may be prescribed.(3) Unless the Registrar receives an answer within one month starting on the date of the letter to the effect that the umbrella VCC is carrying on any business in relation to the sub‑fund or that the sub‑fund is in operation, he or she may —

publish in the Gazette; and

send to the umbrella VCC by registered post,a notice that at the expiration of a period specified in the notice (being 60 days after the date of that notice), the sub‑fund will, unless cause is (in the form and manner specified in section 33D) shown to the contrary, be declared dissolved.(4) If in any case where a sub‑fund is being wound up, the Registrar has reasonable cause to believe that —

no liquidator is acting;

the affairs of the sub-fund are fully wound up and for a period of 6 months the liquidator of the sub‑fund has been in default in lodging any return required to be made by the liquidator; or

the affairs of the sub-fund have been fully wound up under Division 2 of Part 8 of the IRDA, as applied by section 33(2), and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the sub‑fund,the Registrar may —

publish in the Gazette; and

send to the umbrella VCC or the liquidator (if any),a notice to the same effect as that mentioned in subsection (3).(5) At the expiration of the time specified in the notice under subsection (3), the Registrar may (unless cause to the contrary is previously shown) declare the sub‑fund dissolved, and must publish a notice of this in the Gazette.(6) On the publication of the notice in the Gazette the sub‑fund is considered dissolved, and the Registrar must immediately delete the particulars of the sub‑fund from the register in which it is registered under section 27.(7) Despite the dissolution of the sub‑fund, the liability (if any) of the following persons continues and may be enforced as if the sub‑fund had not been dissolved:

every officer of the umbrella VCC;

the manager of the umbrella VCC;

the custodian of the sub‑fund;

every member holding shares issued in respect of the sub‑fund.(8) A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to an umbrella VCC may be addressed to the umbrella VCC at its registered office or, if no office has been registered, to the care of some officer of the umbrella VCC, or, if there is no officer of the umbrella VCC whose name and address are known to the Registrar, may be sent to each of the persons who subscribed to the constitution of the umbrella VCC addressed to that person at the address mentioned in the constitution.(9) The Registrar must ensure that —

such particulars as the Registrar may determine of the sub‑fund mentioned in subsection (1) are sent to —

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act (Cap. 138A); and

the Central Provident Fund Board established under the Central Provident Fund Act (Cap. 36); and

the substance of the notices to be published in the Gazette mentioned in subsections (3), (4) and (5) is also published on ACRA’s website.Dissolution of sub-fund on application by umbrella VCC33B.—

The Registrar may, on an application by an umbrella VCC, declare a sub‑fund of the VCC dissolved on such grounds and subject to such conditions as may be prescribed.(2) An application under subsection (1) must be made on the umbrella VCC’s behalf by its directors or by a majority of them.(3) Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) mentioned in subsection (1) have been satisfied, send to the umbrella VCC and its directors, secretaries and members holding shares issued in relation to the sub‑fund, a letter informing them of the application, and stating that if an answer showing cause to the contrary (in the form and manner mentioned in section 33D) is not received within 30 days after the date of the letter, a notice mentioned in subsection (4) will be published in the Gazette with a view to declaring the sub‑fund dissolved.(4) The Registrar may not declare the sub‑fund dissolved under this section until after the expiration of 60 days after the publication by the Registrar in the Gazette of a notice —

stating that the Registrar intends to exercise the power under this section in relation to the sub‑fund; and

inviting any person to show cause why that should not be done within such period as may be prescribed.(5) If no person shows cause or sufficient cause within the period mentioned in subsection (4)(b) as to why the sub‑fund should not be declared dissolved, the Registrar must declare the sub‑fund dissolved and publish a notice in the Gazette of this.(6) On the publication of the notice in the Gazette under subsection (5), the sub‑fund is dissolved and the Registrar must immediately delete the particulars of the sub‑fund from the register in which it is registered under section 27.(7) Despite the dissolution of the sub‑fund, the liability (if any) of every officer of the umbrella VCC, the manager of the umbrella VCC, the custodian of the sub‑fund, and every member holding shares issued in respect of the sub‑fund continues and may be enforced as if the sub‑fund had not been dissolved.(8) The Registrar must ensure that —

such particulars as the Registrar may determine of the sub‑fund and of the application mentioned in subsection (1) are sent to —

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act; and

the Central Provident Fund Board established under the Central Provident Fund Act; and

the substance of the notices to be published in the Gazette mentioned in subsections (4) and (5) is also published on ACRA’s website.(9) The Registrar may, for the purposes of this section, send notices to the umbrella VCC by ordinary post or in such other prescribed manner.Withdrawal of application33C.—

The applicant may, by written notice to the Registrar, withdraw an application to declare a sub‑fund dissolved under section 33B at any time before the sub‑fund has been declared dissolved.(2) Upon receipt of the notice, the Registrar must —

send to the umbrella VCC by ordinary post a notice that the application to declare a sub‑fund dissolved has been withdrawn; and

publish a notice on ACRA’s website that the application to declare a sub‑fund dissolved has been withdrawn.Objections to dissolution of sub‑fund33D.—

Where a notice is given or published by the Registrar under section 33A(3) or 33B(4) of the Registrar’s intention to declare the sub‑fund dissolved, any person may deliver, not later than the date specified in the notice, an objection to the declaration of dissolution of the sub‑fund on the ground that there is reasonable cause why the sub‑fund should not be declared dissolved, including that the sub‑fund does not satisfy any of the prescribed grounds for dissolution mentioned in section 33A(1) or 33B(1).(2) An objection to the declaration of dissolution of the sub‑fund must be given to the Registrar by notice in the prescribed form and manner.(3) Upon receipt of a notice of objection in the prescribed form and manner, and given within the time mentioned in subsection (1), the Registrar —

must (where applicable) give the umbrella VCC that applies for a declaration of dissolution of the sub‑fund, a copy of the notice of objection; and

must, in deciding whether to allow the objection, take into account such considerations as may be prescribed.Retention of books and papers upon dissolution33E.—

Where a sub-fund has been dissolved under section 33A or 33B, a person who was an officer of the umbrella VCC immediately before the dissolution must ensure that all books and papers in respect of the sub‑fund are retained for a period of at least 5 years after the date of the dissolution.(2) An officer of an umbrella VCC who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.”.