Stay Compliant with Dormant VCC Requirements

Many VCCs were launched to access Singapore’s VCC regime, but not every fund calls capital or starts investing immediately. In practice, this may lead to:

• No investors admitted and no capital called.

• Some professional fees (often paid by the fund manager).

• Possibly a small amount of bank interest on initial top-up.

  
  

From a fund manager’s perspective, that feels dormant. But from the VCC Act’s perspective, these funds are not exempted from filing requirements.

1. What “Dormant” Means

Item	ACRA	IRAS
Definition of Dormant	A company is dormant during a period in which no accounting transaction occurs	A dormant company is one that does not carry on business and has no income for the whole of the basis period
Situation of VCC with no investors, only professional fees	Incurs transaction ➜ Not dormant as ACRA view	Dormant if no income
Situation of VCC with no investors, only bank interest	Incurs transaction ➜ Not dormant as ACRA view	Incurs income ➜ Not dormant as IRAS view
Situation of VCC with no investors, no activity at all	Dormant in ACRA's view	Dormant in IRAS's view

Key Takeaways:

• ACRA allows audit exemption for dormant companies, but not for VCCs. VCCs must be audited under the VCC Act, regardless of dormancy.

• Dormant VCCs are not exempt from tax filing obligations.

• In everyday usage, most “dormant” VCCs do not meet ACRA/IRAS dormancy tests because there are fees (transactions) or bank interest (income).

2. Compliance Requirement for VCCs with No Investors

Regardless of investor activity, every VCC must comply with annual filing obligations:

Item	Requirement
Annual Audit	All VCCs must have audited financial statements, even if dormant. Audit exemption under Companies Act does not apply.
Annual General Meeting	Within 6 months after FYE. If dispensing, VCC must have audited FS sent to members.
Annual Return Filing with ACRA	Within 7 months after FYE.
Corporate Income Tax Filing with IRAS	- ECI filing within 3 months after FYE (maybe waived). - Form C by 30 Nov of the year following FYE.

Case Example: Dormant VCC with 13O Incentive

• VCC financial year end (FYE): 31 December 2024.

• Tax incentive: Section 13O (Resident Fund Scheme).

• Activity during FY2024:

  • No investors admitted.

  • No investments made.

  • Statutory expenses incurred (secretarial, compliance, audit).

  • Small bank interest income.

Annual Filing Timeline:

• AGM (if not dispensed): by 30 June 2025.

• Annual Return filing: by 31 July 2025.

• Tax filing: The fund has not met 13O conditions (e.g. local business spending, minimum AUM under management) and must file a corporate income tax return (Form C) by 30 November 2025.

3. How Crowe Supports VCC Fund Managers

With integrated solutions across eight service offerings, we support VCC fund managers at every stage.

📩 Contact us at vcchub@crowe.sg to explore how we can help you set up, manage, and grow your VCC with confidence.