In forceAmended2020 Revised Edition

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Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 4 · Sub-Funds

33A. Power of Registrar to dissolve defunct sub-funds

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Amended

Last amended by an amending law of 2020. 2 amendments in all.

(1)

Where the Registrar has reasonable cause to believe that —

(a)

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

(b)

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 —

(a)

publish in the Gazette; and

(b)

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 —

(a)

no liquidator is acting;

(b)

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

(c)

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 —

(d)

publish in the Gazette; and

(e)

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:

(a)

every officer of the umbrella VCC;

(b)

the manager of the umbrella VCC;

(c)

the custodian of the sub-fund;

(d)

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 —

(a)

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

(i)

the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992*; and

(ii)

the Central Provident Fund Board established under the Central Provident Fund Act 1953*; and

(b)

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.

Terms defined in s 2

ACRA
Defined · s 2
“ACRA” means the Accounting and Corporate Regulatory Authority established under section 3 of the Accounting and Corporate Regulatory Authority Act 2004;
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constitution
Defined · s 2
“constitution”, in relation to a VCC, means the constitution of the VCC that is registered with the Registrar under section 16(4), as may be amended from time to time;
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Court
Defined · s 2
“Court” means the General Division of the High Court;
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liquidator
Defined · s 2
“liquidator” includes the Official Receiver when acting as the liquidator of a VCC or a sub‑fund;
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manager
Defined · s 2
“manager”, in relation to a VCC, means the manager appointed by the VCC to manage its property or to operate the collective investment scheme or schemes that comprise the VCC;
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officer
Defined · s 2
“officer”, in relation to a VCC or other corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of the corporation (being a VCC or company) appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed by the Court under Part 8A of the Companies Act 1967 (if applicable);
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Registrar
Defined · s 2
“Registrar” means the Registrar of VCCs appointed under this Act, and includes any Deputy or Assistant Registrar of VCCs;
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sub-fund
Defined · s 2
“sub-fund” means a collective investment scheme that is part of an umbrella VCC;
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umbrella VCC
Defined · s 2
“umbrella VCC” means a VCC the constitution of which provides that it consists of, or is to consist of, 2 or more collective investment schemes, or words to that effect;
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