VCC service providers: the roles of the fund manager, custodian, administrator, auditor, company secretary and directors

A VCC usually has no employees: its work is done by a board of directors and a ring of service providers. Some roles are required by law (directors, a permissible fund manager, an auditor, a company secretary and, under MAS Notice VCC-N01, an eligible financial institution for AML/CFT). Others, such as a fund administrator or custodian, become necessary in practice because of the manager's licence conditions, the tax scheme or what investors expect.

Each role below gives the legal basis, what the role does and how to check it; no provider is named or ranked.

Mandatory and commercial roles at a glance

ACRA deadlines: directors and key officers page, 29 January 2026.

Board of directors

Legal basis and who can act. Section 48 of the VCC Act requires at least one director ordinarily resident in Singapore and at least one director who is a director or qualified representative of the fund manager; one person can meet both tests. ACRA adds that the resident director must be a Singapore citizen, permanent resident, EntrePass holder or Employment Pass holder (with a Letter of Consent), and that every director must be at least 18, not bankrupt, and fit and proper under the VCC Regulations 2020. VCCs with authorised schemes need at least three directors, one independent.

What the board does. Directors owe fiduciary duties to the VCC (MOF note, 2018). The board appoints and oversees every other provider, approves offering documents and valuation policy, resolves conflicts between sub-funds and signs the financial statements; in an umbrella VCC one board serves all sub-funds.

Check. Residency status, other directorships and time available; nominee directors must come through a registered CSP.

Permissible fund manager

Legal basis. VCC Act s46: a CMS licence holder for fund management, a financial institution in SFA s99(1)(a) to (d) such as a bank, or a prescribed person. Registered fund management companies were removed from the list with effect from 6 May 2026, after MAS repealed that regime on 1 August 2024.

What the manager does. Takes investment decisions, maintains risk and compliance controls, and oversees custody and valuation arrangements under its own licence conditions. Under the 13O and 13U schemes the manager's investment professionals and spending are what MAS measures.

Check. The MAS Financial Institutions Directory entry and licence type, whether the licence covers the planned investors, and who will act as the board's manager-linked director. Full detail is on the permissible fund manager.

Custodian

Legal basis. The VCC Act defines a custodian as the entity entrusted with custody of the assets of a VCC or of a sub-fund (s2). For the manager, MAS Guidelines SFA 04-G05 (last revised 3 September 2025) state: "An FMC shall ensure that assets under management are subject to independent custody", naming prime brokers, depositories and banks suitably licensed, registered or authorised in their jurisdictions (para 4.1.1). The 2018 MOF note said a custodian is required for funds offered to certain investors, such as retail investors; custody and trustee requirements for authorised schemes follow the SFA and MAS's Code on Collective Investment Schemes.

What they do. Banks, prime brokers and depositories hold securities and cash, settle trades and reconcile positions. For private equity, private credit or property, custody often means verifying title and keeping records rather than safekeeping.

Check. The custodian's licence or authorisation in the jurisdiction where assets sit, sub-custody chains, and how assets are segregated by sub-fund.

Fund administrator

Legal basis. No VCC Act requirement, but two rules make it important. MAS FDD Cir 05/2026 (31 July 2026) requires a 13O fund to use a Singapore-based fund administrator, and a 13U fund to do so where it is a Singapore-incorporated, tax-resident company, which covers a Singapore VCC. Separately, SFA 04-G05 requires independent valuation of assets under management, which can be met by a third-party fund administrator or custodian or by a segregated in-house valuation function. MAS adds that "the annual audit will not fulfil the requirement for independent valuation" (para 4.1.2).

What they do. NAV calculation per sub-fund and share class, fee accruals, the transfer-agency function (subscriptions, redemptions, investor register), investor reporting, and often FATCA/CRS data collection and support for the auditor.

Check. Genuine Singapore presence if a tax scheme depends on it, controls reporting, and capacity for the fund's assets and dealing frequency.

Auditor and company secretary

Auditor. ACRA requires every VCC to appoint at least one auditor within three months of incorporation and states that the audit exemptions in Companies Act sections 205B and 205C do not apply to VCCs. The auditor reports on the financial statements presented to members before the AGM (or within five months of the financial year end if no AGM is held). Check that the firm and engagement partner are registered as public accountants in Singapore and have fund audit experience in the accounting standard chosen.

Company secretary. ACRA requires one company secretary within six months of incorporation, who must be a natural person ordinarily resident in Singapore and cannot be the sole director; a vacancy must be filled within six months. The secretary keeps statutory registers, convenes board and general meetings, and files changes with ACRA. Filing deadlines are on the compliance calendar.

AML/CFT institution, CSP, advisers and bank

Eligible financial institution. MAS Notice VCC-N01 paragraph 4.1 requires a VCC to engage a financial institution from the classes in Appendix 2 to carry out the checks and measures in the Notice. The classes include banks and merchant banks licensed under the Banking Act 1970, finance companies, licensed financial advisers, CMS licence holders, approved trustees, licensed trust companies, licensed direct life insurers and certain exempt persons. The EFI must not be one MAS has precluded and must be able to provide CDD information "without delay" (para 4.2). A CMS-licensed manager or the administrator's licensed affiliate often fills the role. See AML/CFT for VCCs.

Corporate service provider. ACRA states that foreigners without Singpass must engage a CSP to register a VCC. Under the Corporate Service Providers Act 2024, in force from 9 June 2025, firms carrying on business as CSPs must register with ACRA, and nominee directors provided by way of business must be arranged through a registered CSP.

Legal counsel and tax adviser. Counsel drafts the constitution, offering documents and service agreements; the tax adviser handles 13O/13U applications, declarations and Form C.

Bank. Account opening is subject to each bank's own due diligence. For single family offices, MAS's SFO FAQs (updated 31 July 2026) require the SFO and each fund vehicle it manages to keep a bank account with a MAS-licensed bank.

Who does what: RACI and selection checklist

R = responsible, A = accountable, C = consulted.

Questions for each provider: which licence or registration it holds and where to verify it; which sub-funds and asset types it covers, with which named team and what it outsources; how it segregates records by sub-fund and manages conflicts; and how fees, termination, insurance, controls reports and FATCA/CRS support work. Pricing is on costs. For a provider map for your own fund, you can register your enquiry through the contact options on this site.