Singapore fund structure selector
Compare fund vehicles using seven inputs on purpose, management, liquidity, compartments, investors, priorities and existing offshore structures. The result identifies options and matters to resolve 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.
Discuss the proposed fund structure
Use the result to outline your requirements and request an introduction to a licensed manager or fund-formation specialist. The appointed provider can assess the vehicle, management arrangement and tax position.
Discuss your fund structure →Frequently asked questions
Can a single family office run a VCC without a licence?
A VCC must appoint a Permissible Fund Manager. An unlicensed SFO does not meet that requirement merely because it manages family assets; the VCC needs an eligible manager or platform. Families considering self-management should assess a private company or limited partnership and the applicable family-office tax scheme.
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 qualifying Singapore-incorporated and resident company, including a VCC, may apply for 13O. Section 13OA is the separate scheme for Singapore limited partnerships. Section 13U can accommodate a wider range of qualifying structures. Vehicle eligibility, the manager’s licence or exemption and the applicable tax track must be assessed separately. An SFO exemption does not permit VCC self-management.
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.