Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 4 · Sub-Funds
33B. Dissolution of sub-fund on application by umbrella VCC
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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.
Registrar
“Registrar” means the Registrar of VCCs appointed under this Act, and includes any Deputy or Assistant Registrar of VCCs;
An application under subsection (1) must be made on the umbrella VCC’s behalf by its directors or by a majority of them.
umbrella VCC
“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;
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.
sub-fund
“sub-fund” means a collective investment scheme that is part of an umbrella VCC;
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.
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.
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.
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.
officer
“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);
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.
The Registrar may, for the purposes of this section, send notices to the umbrella VCC by ordinary post or in such other prescribed manner.