Fund Structure Selector: which Singapore vehicle fits your fund
Seven questions on purpose, manager, liquidity, compartments, investors, priority and any offshore fund you already run. The result names the vehicle that fits, why, the two nearest alternatives and what you must put in place before incorporation.
Your situation
Your result
Vehicles considered: Variable Capital Company (standalone or umbrella), Singapore private limited company, Singapore limited partnership, unit trust, and a foreign corporate fund re-domiciled or kept offshore with a Singapore manager. Tax routes: Section 13O for companies and VCCs, 13OA for limited partnerships, 13U for structures at S$50 million, 13D for an offshore fund managed from Singapore.
The four Singapore vehicles at a glance
| Feature | VCC | Private limited company | Limited partnership | Unit trust |
|---|---|---|---|---|
| Built for | Investment funds, open- or closed-end | Any business; single-investor vehicles | Drawdown funds with PE-style investors | Retail and legacy schemes |
| Capital | Shares issued and redeemed at NAV; distributions from capital | Fixed capital; distributions from profit | Capital accounts; drawdowns and distributions by agreement | Units issued and redeemed at NAV |
| Register | Not on public inspection | Public on ACRA | Partners registered with ACRA | Held by the trustee |
| Compartments | Ring-fenced sub-funds, section 29 | None | None; parallel partnerships | Sub-trusts by deed, no statutory ring-fence |
| Manager | Permissible Fund Manager mandatory | Not required by statute | General partner; licence if managing third-party money | Licensed manager and approved trustee for authorised schemes |
| Tax route | 13O / 13U; one return for the umbrella | 13O / 13U | 13OA / 13U; tax-transparent | Scheme-specific |
| Treaty relief | Certificate of Residence in the VCC's name | Certificate of Residence | Claimed by partners | Depends on trustee residence |
How the selector decides
The first gate is the manager. Every VCC must appoint a Permissible Fund Manager, so an unlicensed family office cannot run a VCC on its own; it uses a company or partnership, or engages a licensed platform. The second gate is liquidity: open-end investing needs shares redeemable at NAV, which a company cannot offer without capital-maintenance friction. The third is compartments: only the VCC ring-fences sub-funds by statute. Purpose, investor base and priority then decide between the vehicles that clear those gates. Re-domiciliation of a foreign corporate fund is only available into a VCC.
Read the comparisons in VCC vs private limited company and VCC vs unit trust vs limited partnership, the family-office case in family office VCC structure, and the partnership route in Section 13OA for limited partnerships. Then check the tax side with the 13O / 13U eligibility checker and the cost with the VCC cost calculator.
Get the structure confirmed before you incorporate
Send us your result. We will confirm the vehicle, the manager arrangement and the tax route for your investors, and connect you with MAS-licensed fund managers, hosted platforms or a family-office specialist where it fits.
Discuss your fund structure →Frequently asked questions
Can a single family office run a VCC without a licence?
Not on its own. A VCC must appoint a Permissible Fund Manager, which means a manager licensed or regilicensed by MAStal fund manager, or an exempt financial institution. An unlicensed family office is none of these, so a family VCC needs a licensed manager or hosted platform beside it. Families that want to self-manage use a private limited company or a limited partnership and apply for 13O or 13OA on the family-office track.
When is a limited partnership better than a VCC?
When the investors are private-equity or venture LPs who expect partnership form, the fund is closed-end with a single strategy, and carried interest is to flow through the partnership. Section 13OA gives the partnership the same exemption a company gets under 13O. The trade-offs are a tax-transparent structure, so treaty relief is claimed by the partners, and no statutory ring-fencing between vintages.
Does the tool cover re-domiciling a Cayman or BVI fund?
Yes. If you answer that you have a foreign corporate fund you would move, the result is a re-domiciled VCC, because re-domiciliation under the VCC Act is available only into a VCC. The fund keeps its legal identity, contracts and track record. A fund that stays offshore can instead use Section 13D with a Singapore manager.
Which vehicles can hold the 13O and 13U exemptions?
A Singapore company, a VCC and, through Section 13OA, a Singapore limited partnership can hold 13O; all three can hold 13U at S$50 million. The conditions differ by track: a licensed manager's fund enters 13O at S$5 million in designated investments with no annual re-test, while a family-managed fund needs S$20 million tested each year-end, a non-family professional, capital deployment and a private-banking account.
Is a private limited company ever the right fund vehicle?
Yes, for a single-investor vehicle, a deal company, or a family fund managed by the family office. It is the cheapest entity to run and can hold 13O. It is the wrong vehicle for pooled open-end investing because it has fixed capital, a public register and no sub-funds.