Fundraising and investor onboarding: restricted-scheme offers, accredited investors, KYC and the 30/50 rule

Fundraising for a VCC fund means choosing a legal route to offer shares, confirming each investor is eligible for that route, and completing anti-money-laundering checks before money is accepted. For many funds aimed at professional investors, the route is a restricted scheme: notified to MAS through CISNet, offered only to defined classes of investor, and accompanied by an information memorandum. This page covers that route, the accredited investor tests, who performs KYC in a VCC, the 13O 30/50 rule and the tax-reporting registrations that follow. This site does not make offers or solicit investors; it explains how the rules work.

Choosing the offering route

A collective investment scheme offered in Singapore must be authorised by MAS if constituted in Singapore, or recognised if constituted outside Singapore, unless an exemption applies (MAS, Offers of Collective Investment Schemes, updated 5 October 2026). Being on MAS's list of restricted schemes is a notification outcome, not an approval of the fund.

The annual declaration timing comes from MAS Notice SFA 13-N02: the first anniversary date is 12 months from the date the scheme was entered on the list; the responsible person may start lodging one month before; and the anniversary date can be moved earlier (not later) by an amendment filed at least one month in advance. Exemptions carry conditions that include restrictions on advertising, so marketing material should be reviewed against the exemption relied on. If the manager is a Venture Capital Fund Manager, its funds may be offered only to accredited and institutional investors, subject to limited exceptions in the guidelines (MAS SFA 04-G05, Appendix 4).

Who is an accredited investor

The accredited investor (AI) class is defined in SFA s4A. For individuals, any one of three tests applies:

Since 8 January 2019, an individual who meets a test must also opt in to be treated as an AI, and may withdraw that consent. Corporations, trustees and other entities have separate tests in s4A; check the current statute rather than applying the individual thresholds. In practice the AI status of each investor is evidenced in the subscription pack with a declaration, the opt-in record and supporting documents, and re-checked if the investor subscribes again later or its circumstances change.

Who performs KYC in a VCC

A VCC must engage an eligible financial institution (EFI) from the classes listed in MAS Notice VCC-N01 (last revised 30 June 2025) to carry out customer due diligence and related AML/CFT measures. The classes include Singapore-licensed banks, capital markets services licence holders, approved trustees and licensed trust companies. The VCC must also keep a register of beneficial owners recording at least name, identification number, address, date of birth, nationality and the date the person became a beneficial owner, held at the registered office of the VCC, its manager or the EFI.

ACRA states that a VCC's register of members is not public, but public authorities can ask to see it (ACRA Step 1, 29 January 2026). Privacy of the register is not anonymity: regulators and law enforcement have access, and CRS reporting still applies.

The onboarding file and the path to first close

Onboarding is usually the longest part of the closing timeline, because bank accounts, KYC and investor documents all have to be complete before money moves. A typical file contains:

1. Subscription agreement and confirmation that the investor has received the information memorandum.
2. Investor category declaration (AI, institutional, or the S$200,000-per-transaction basis) and opt-in record.
3. Identity and address evidence for the investor and, for entities, its controllers and beneficial owners.
4. Source of wealth and source of funds information proportionate to risk.
5. CRS and, where relevant, FATCA self-certification.
6. Bank details for subscriptions, distributions and redemptions.
7. For closed-end funds, the commitment amount and acknowledgement of capital-call and default terms.

Closed-end funds usually hold a first close, then subsequent closes within a period fixed by the documents, with later investors often equalising with earlier ones. Open-ended funds accept subscriptions on dealing days after the cut-off. Where onboarding sits in the overall launch timeline is shown in the nine-step process. In both cases, the investor-count and ownership data collected here feed directly into the 30/50 test below.

The 30/50 rule for 13O funds

The 30/50 rule applies to funds under sections 13D, 13O and 13OA, not to 13U (MAS FDD Cir 05/2026, 31 July 2026).

A resident non-individual investor above the limit is a non-qualifying investor and must pay a financial penalty to the Comptroller of Income Tax, calculated as A × B × C: A is the investor's percentage holding, B is the fund's income for the basis period per its audited accounts, and C is the corporate tax rate for that year of assessment. If the breach arises from circumstances the investor cannot reasonably control, the Comptroller may allow a grace period of up to three months. From YA 2025, S13D trusts and unit trusts investing in 13O/13OA funds are exempt from the rule. For a manager, the practical step is to monitor holdings at each close and dealing day, especially early on when there are few investors.

CRS and FATCA registrations

A VCC that is a Reporting Singaporean Financial Institution must register with IRAS by 31 March and file annual or nil CRS returns by 31 May (IRAS CRS page, 9 September 2026). FATCA returns or nil returns are also due by 31 May (IRAS FATCA page, 11 August 2026). For an umbrella, IRAS's 2019 registration information sheet indicates registration at umbrella level; confirm against current IRAS guidance. The self-certifications collected at onboarding are what make these returns possible, so gaps should be closed before first close rather than at year end. All recurring dates are collected in the reporting calendar. Investors should take advice in their own jurisdiction on how their holdings are reported and taxed.

What this page does not cover: the full AML/CFT framework for VCCs (see vccfund.com.sg/aml-cft) and bank account opening documents. To interpret this for a specific fund, you can register your enquiry through the contact options on this site.