SINGAPORE Law and Practice Contributed by: Woon Hum Tan, Shook Lin & Bok LLP
1. General 1.1 General Overview of Jurisdiction
venture capital (VC) funds remain active and there is increased interest in private credit funds.
In Singapore, funds, the management, offering and distribution of funds and related issues are regulated and primarily governed by the Securities and Futures Act 2001 (SFA) and its subsidiary legislations. The regulatory authority in Singapore that has supervi - sory responsibility for administering the SFA and its subsidiary legislations is the Monetary Authority of Singapore (MAS). The funds market can be broadly divided into retail and non-retail. Any investor that does not qualify as an accredited investor (AI) or institutional investor (II), as defined in the SFA, will be considered a retail investor. Any funds that are not offered exclusively to AIs and/ or IIs are considered retail funds. Non-retail investor funds are considered alternative funds. A manager of any fund (retail or alternative) must be licensed in Singapore unless a statutory exemption is available. Alternative funds generally do not have investment restrictions or limitations. See 2.2 Regulatory Regime for Funds . Fund managers can be of any nationality and domi - cile but a local presence and licence are required to launch and manage a Variable Capital Company (VCC) fund or if the alternative fund is applying for fund tax incentive. See 2.8 Local/Presence Requirements for Funds . Investors of alternative funds can be of any nationality and domicile provided they are not on the list of sanc - tions and are AIs or IIs. 1.2 Key Trends Alternative funds were active throughout 2024 and 2025, especially due to the increasing acceptance and popularity of VCC funds, more family offices setting up alternative funds, and preference to use fund manag - ers and funds based in Singapore instead of offshore centres. Geo-political tensions and uncertainties also contributed to more alternative funds and fund man - agers setting up in Singapore. Private equity (PE) and
2. Funds 2.1 Types of Alternative Funds and Structures Types of Funds The most common types of alternative funds are hedge, fund of funds, PE, VC, and real estate (RE). There are also some private credit, distressed and special situation funds. Fund Structures Alternative funds may take any of four legal structures, namely: • unit trust; • limited partnership (LP); • company; and • VCC. The most common structures were the LP, Cayman LP and Cayman Segregated Portfolio Company funds prior to the launch of the VCC framework on 15 Janu - ary 2020. Since then, a significant shift towards VCCs The unit trust fund is not a separate legal entity. The unit trust fund is organised as a trust pursuant to a trust deed where the legal ownership of the unit trust fund’s assets is vested in a trustee that holds such assets on trust for the benefit of the investors. The trust does not need to be registered with the Account - ing and Corporate Regulatory Authority (ACRA) and there is no public register for private trusts. The trus - tee must hold a trust business licence pursuant to the Trust Companies Act 2005 (TCA). Investors are known as unitholders and own units. There are no management units or general partnership units. There is no board of directors as in a normal company. As such, the day-to-day control, manage - ment and decision-making powers of the unit trust fund vest with the trustee but are delegated to the fund manager. The investment mandate and terms of such delegation are normally found in the trust deed. has been seen. Unit Trust Fund
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