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Accounting and Corporate Regulatory Authority

Winding up a variable capital company (VCC)

Learn the formal process to wind up a VCC, including settling debts, appointing a liquidator, and filing required ACRA notifications.

Contact ACRA to wind up a VCC
Last updated 29 January 2026

On this page

Winding up and receivership
Ways to wind up
Additional grounds for winding up

Winding up and receivership

Winding up is the formal process of closing a VCC that has debts to settle.

However, creditors may appoint a receiver first if they have charges over your VCC's assets. The receiver enforces the charge for the benefit of debenture holders. They may sell the asset or run the business temporarily until they recover what is owed. This process is called receivership.

Both winding up and receivership follow the Companies Act 1967 (CA) (Chapter 50) with modifications under the Variable Capital Companies Act 2018 (VCC Act). This will eventually align with the Insolvency, Restructuring and Dissolution Act 2018 (IRDA), which covers other Singapore corporate structures.

Ways to wind up

You can contact us to wind up a VCC and its sub-fund. Based on your VCC's financial health, there are three ways to wind up a VCC.

Winding up a VCC

Method

Key requirements

Members' voluntary winding up

When this applies: Directors believe the VCC can pay all debts within 12 months of starting the winding up process.

Requirements: The VCC must:

  • Pass a special resolution for winding up

  • Appoint a liquidator or provisional liquidator to wind up its affairs

  • File necessary notifications under the VCC Act

Creditors' voluntary winding up

When this applies: Directors believe that the VCC cannot continue its business due to its debts.

Requirements: The VCC must:

  • Appoint a liquidator or provisional liquidator to wind up its affairs

  • File necessary notifications under the VCC Act

Compulsory winding up

When this applies: The court orders winding up under certain circumstances. For example, when the VCC cannot pay its debts.

Requirements:

  • The court may appoint a liquidator. If the court does not appoint a liquidator, the Official Receiver will automatically become the liquidator.

  • The liquidator must file the necessary notifications under the VCC Act.

Note: When winding up a sub-fund, all shareholders of a sub-fund should redeem their shares (where appropriate).

Additional grounds for winding up

There are other situations where ACRA may wind up your VCC. For example, if it:

  • Conducts business outside its permitted use as a vehicle for collective investment schemes (CIS) only

  • Does not have a fund manager registered, licensed or exempted by Monetary Authority of Singapore (MAS) to manage its property for the period prescribed in the VCC Act regulations

  • Breaches its anti-money laundering and countering financing of terrorism (AML/CFT) obligations

Note: For more details, please refer to the VCC Act or seek professional advice.