VCC

Presenting the “Variable Capital Company” (VCC Structure)

VCC – The Structure

Versatile & flexible
A VCC, versatile and flexible, is essentially a fund which can carry out its business through its sub-funds. A VCC can have a single sub-fund and ancillary SPVs to the sub-fund, or it can be set up as an ‘umbrella fund’ with various sub- funds with ancillary SPVs. This provides a vast avenue for structuring of Investment Funds.
CIS or closed-end funds
The sub-funds can operate as collective investment schemes or closed-end funds, whilst the SPV can only operate as a vehicle ancillary to the VCC or a sub-fund of the VCC.
Incorporation & Conversion
The legislation is flexible in that it not only allows the incorporation of a VCC in Mauritius but also provides for the conversion of any existing company to a VCC and the continuation of a foreign company as a VCC in Mauritius.
Financial Institution
The VCC, as any other company, will be subject to the Income Tax Act 1995. A VCC is also considered as a financial institution under the Financial Intelligence and Anti-Money Laundering Act 2002.

Key Features of the VCC

Unlimited number sub-funds and SPVs can be created under the VCC;
Unique number for each sub-fund/SPV created by the VCC by the Financial Services Commission (“FSC”).
Investors can invest any market globally after obtaining approval from the FSC.
Corporate restructuring allow under the VCC Viz:
a) A VCC can redeem or buy back its shares or the shares of its sub-funds and SPVs;
b) A VCC can reduce its share capital or the share capital of its sub-funds and SPVs;
Payment of dividend allowable using the VCC’s Capital;
A VCC must adopt a written constitution.
The assets and liabilities of the sub-funds and SPVs are segregated. Assets attributable to a sub-fund or SPV are therefore protected from the creditors of a VCC who are not creditors to that sub-fund or special purpose vehicle. However, assets or liabilities which are not attributable to any particular sub-fund or special purpose vehicle can be assigned to the other sub-funds or SPVs of the VCC.
Share registers and audited accounts are not available to the public but only to the FSC;
Flexibility of the VCC allow the appointment of only one CIS manager, CIS administrator, custodian or other service providers for all sub-funds, however a sub-fund may also appoint its own CIS manager, CIS administrator, custodian or other service providers;
Segregation of assets and liabilities prompt separate record keeping obligations for a VCC, its sub-funds, and SPVs;
An SPV of a VCC Fund, subject to the approval of the Commission, shall operate as a vehicle ancillary to a sub-fund or the VCC Fund and, may elect to have a separate legal personality from that of the VCC Fund.

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