Setting Up a Fund in Singapore

MAS administers three licensing categories for fund managers. VCFM (Venture Capital Fund Manager): Fastest path (4 months), no base capital, flexible experience requirements, but limited to VC strategies only - cannot run growth equity, credit, or real estate. Application uses Form 1V, filing fee SGD 1,000. A/I LFMC (Accredited/Institutional Licensed Fund Management Company): The workhorse category. Any strategy - VC, PE, hedge, credit, real estate. SGD 250,000 base capital, 2 Singapore-based full-time employees with 5+ years relevant financial services experience, 6-month processing. Retail LFMC: For managers serving all investor types including retail. SGD 500,000-1,000,000 base capital, 3+ directors with 5-10 years experience, strictest requirements. RFMC (Registered Fund Management Company): Being phased out by MAS. Do not plan around this. Existing RFMCs must transition to A/I LFMC. Critical decision: If there is any chance you will run non-VC strategies within 5 years, choose A/I LFMC upfront. The VCFM filing fee saves SGD and 2 months - but the relicensing exercise later costs a year of fundraising momentum.

Is your strategy purely venture capital, or might you diversify into growth equity, credit, or other strategies within 5 years?

MAS evaluates: fitness and propriety of the applicant, shareholders, and directors; track record and fund management expertise; financial requirements (base capital maintained at all times); internal risk management and compliance systems; and business plan quality. Required documents: detailed business plan outlining investment strategies and target markets, organisational structure and roles of directors and key staff, evidence of sufficient financial resources, compliance and risk management policies, AML/CFT programmes, and governance frameworks. Common mistakes: underestimating documentation requirements (MAS is thorough), generic CVs (MAS reads experience profiles carefully - document relevance specifically), and choosing VCFM for speed when strategy warrants A/I LFMC. Application forms: Form 1A (LFMC), Form 1V (VCFM), Form 3A (representative appointment). Application fee: SGD 1,000 (non-refundable). Representative lodgement: SGD 200 each.

Do your key personnel have documented track records in fund management or related financial services that MAS would recognise?

You typically need two entities. The Fund Management Company (FMC): A Singapore-incorporated private limited company that employs the investment professionals and manages the fund under an investment management agreement. Requires at least one Singapore-resident director, registered office address, and a corporate secretary within 6 months. The Fund Vehicle: Most commonly a VCC (Variable Capital Company) - a corporate structure designed specifically for investment funds. VCCs allow share issuance/redemption without shareholder approval, umbrella structures with segregated sub-funds, and dividend payments from capital. Alternative fund vehicles include Singapore private limited companies and limited partnerships. Incorporation costs: SGD 5,000-15,000 including ACRA registration, company secretary, registered address.

Will you use a VCC structure? Most Singapore managers now do - and MAS issued specific VCC governance guidance in June 2025.

Section 13O (base tier): Fund must be Singapore-incorporated. Minimum AUM SGD 20 million at application (no grace period). Minimum 2 investment professionals (1-year grace for the second). Minimum SGD 200,000 annual local business spending. Section 13U (premium tier): Fund can be incorporated anywhere. Minimum AUM SGD 50 million. Minimum 3 IPs (at least 1 non-family member from open market). Higher LBS requirements. Both schemes extended to 31 December 2029. IPs must hold relevant qualifications (CFA, CAIA, finance/economics degree), be based in Singapore, and earn minimum qualifying salaries. Important: MAS requires IPs to be recruited and employed before or concurrently with the application - not after. Technology spending with Singapore-registered companies counts toward LBS. DiligenceWorks Pte. Ltd. (UEN 202622083N) subscriptions qualify.

Do you have SGD 20 million (13O) or SGD 50 million (13U) in AUM at the time of application?

For A/I LFMC: minimum 2 full-time Singapore-based employees with 5+ years relevant experience. For VCFM: minimum 2 directors and 2 full-time staff in Singapore - MAS is more flexible on experience for VC managers, weighing sector expertise and entrepreneurial background. For Retail LFMC: minimum 3 directors with 5-10 years experience, at least one with 10 years, Singapore resident. When AUM hits SGD 1 billion: establish a dedicated, independent compliance function in Singapore. For 13O/13U: IPs must be recruited before or alongside the tax incentive application. Principals may use Employment Pass, Personalised Employment Pass, or ONE Pass (for principals with SGD 30,000+ monthly salary track record).

Have you identified and confirmed availability of your Singapore-based investment professionals before filing?

Fund administrator: Not always mandatory, but strongly recommended for institutional credibility. Singapore-based options include ASCENT Fund Services, Apex Group, Citco, SS&C, and IQ-EQ. They handle NAV, investor onboarding/KYC, capital calls, and regulatory reporting. Auditor: Required for all MAS-regulated entities and for 13O/13U compliance. Big 4 (Deloitte, PwC, EY, KPMG) or mid-tier (BDO, Grant Thornton, Baker Tilly). Compliance consultant: Waystone and ACA Group both have strong Singapore practices. Legal counsel: Rajah & Tanner, Allen & Gledhill, WongPartnership for local; Linklaters, Clifford Chance for cross-border. Corporate secretary: Required within 6 months of incorporation. Bank: At least one Singapore bank account for fund operations.

Have you started fund administrator conversations in parallel with your MAS application?

MAS Technology Risk Management (TRM) guidelines set expectations for licensed fund managers. Even exempt family offices benefit from TRM alignment for LP relationships. Key technology areas: access management (MFA, role-based access), deal analysis platform (systematic evaluation with audit trail), document management (version control, access logging), investor reporting (portal for LP access), cybersecurity (incident response, disaster recovery), and change management. Technology spending with Singapore-registered vendors counts toward 13O/13U LBS requirements. Self-hosted platforms address PDPA concerns by keeping data within your direct control. The DPO appointment has been mandatory since June 2025.

Does your technology spending count toward your 13O/13U substance requirement - and is your vendor a Singapore-registered entity?

With licence in hand, fund vehicle incorporated, and service providers onboarded: finalise offering documents (PPM, LPA, subscription docs), open fund bank accounts, activate fund administrator services, begin LP outreach. Marketing rules: A/I LFMC and VCFM funds can only be offered to accredited and institutional investors. Use the VCC structure to streamline investor onboarding. Singapore's reputation, 90+ DTAs, political stability, and independent judiciary are your selling points. Consider SVCA (Singapore Venture Capital Association) and IMAS (Investment Management Association of Singapore) membership for networking and credibility.

Have you prepared a standardised AIMA DDQ response? This is the first document most institutional LPs request.

Post-launch obligations: periodic regulatory returns to MAS, ongoing AML/CFT compliance, annual audit, maintenance of base capital requirements (financial resources must continuously exceed total risk requirements), representative appointment updates, business conduct requirements (custody, valuation, reporting, conflicts of interest), 13O/13U annual reporting to IRAS, and annual VCC governance (per MAS June 2025 circular). When AUM exceeds SGD 1 billion: establish dedicated independent compliance function. The RFMC transition deadline is approaching - existing RFMCs must submit CMS licence applications. Stay current with MAS regulatory developments including the January 2025 procedural simplification for LFMC acquisitions.

Do you have a compliance calendar with all MAS, IRAS, and ACRA deadlines mapped for your first 24 months?