Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 8 · Annual Return, Financial Statements and Audit
99. Accounting records and systems of control
Feedback & supportLast amended by an amending law of 2025.
Subject to section 5, section 199 of the Companies Act 1967 applies in relation to a VCC and a subsidiary company of a VCC, as it applies in relation to a company or public company, and a subsidiary company of a public company.
VCC
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
In addition to the requirements of section 199 of the Companies Act 1967 as applied by subsection (1), an umbrella VCC must also —
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;
keep separate accounting and other records for each sub‑fund —
that sufficiently explain the transactions and financial position of the sub‑fund; and
that will enable true and fair financial statements, and any document required to be attached to those records, to be prepared from time to time; and
devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —
assets of each sub-fund are safeguarded against loss from unauthorised use or disposition; and
transactions of each sub-fund are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements of the VCC and to maintain accountability of assets.
The VCC mentioned in subsection (2) must —
keep the records mentioned in subsection (2)(a) in a manner that will enable them to be conveniently and properly audited; and
keep any such record that relates to a particular transaction or operation for a period of not less than 5 years starting on the last day of the financial year in which the transaction or operation is completed.
Subject to section 5 and subsection (5), section 199(3), (4) and (5) of the Companies Act 1967 applies in relation to the records mentioned in subsection (2)(a) as it applies in relation to the accounting and other records of a company.
company
“company” has the meaning given by section 4(1) of the Companies Act 1967;
If subsection (2) or (3), or section 199(3) or (4) of the Companies Act 1967 as applied by subsection (4), is contravened, the VCC and every officer of the VCC who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty.
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);