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  • The term ‘single family office’ is not defined under the Securities and Futures Act. An SFO typically refers to an entity which manages assets for or on behalf of only one family and is wholly owned or controlled by members of the same family. The term ‘family’ in this context may refer to individuals who are lineal descendants from a single ancestor, as well as the spouses, ex-spouses, adopted children and step children of these individuals.
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  • 1. Politically stable and independent country, with efficient government 2. Pro-business government actively promoting asset management and financial sector 3. Attractive tax regime in Singapore: • no capital gains tax • no inheritance tax • tax exemption schemes available for family offices in Singapore • Singapore has signed Double-tax agreements (DTAs), Limited DTAs, and Exchange of Information Arrangements (EOI) with have more than 100 jurisdictions to reduce double taxation incidences • Singapore has incentives designed for the asset and wealth management sector 4. Well-established and developed infrastructure for the asset and wealth management sector It is easy to find experienced professionals to assist the Family Office.
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  • Fund management activities are regulated under the Securities and Futures Act (SFA), a fund manager must be registered with MAS or hold a capital markets services (CMS) licence to operate. It can operate as: 1. Registered fund management company (RFMC) or 2. Licensed fund management company (LFMC) 3. Venture capital fund manager (VCFM)
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  • If you are raising money from third party investors as part of a collective investment scheme, or managing investments in segregated accounts in capital market products (e.g. equity, bonds, financial derivatives), you will need to be licensed or registered. If you are a company managing proprietary monies or monies of a single party of a group of related entities, you may be able to seek exemption from licensing or registration.
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  • 13D - Offshore Fund Tax Exemption Scheme This is applicable to a Singapore based fund manager, delegated a mandate to manage a small portion of the overall assets of a global fund, in an offshore company, trust or foreign individual. 13O - Singapore Resident Fund Scheme This is applicable to a Singapore based fund manager, managing funds with AUM of $10m up to $50m in an on shore entity or Company incorporated in Singapore. 13U - Enhanced-Tier Fund Tax Incentive Scheme This is applicable where a Singapore based fund manager is managing funds with AUM in excess of $50m in an onshore or offshore entity, trust or partnership.
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  • Singapore's headline corporate tax rate is a flat 17%. Singapore operates a territorial Tax system. Generally, income accrued in or derived from Singapore or received from outside Singapore is taxable, unless the income was already subjected to taxes in a jurisdiction with headline tax rates of at least 15%. The tax on foreign income received in Singapore applies only if the income belongs to an individual* who is resident in Singapore or an entity that is located in Singapore. Taxable income includes the following: • Gains or profits from any trade or business • Income from investment such as dividends, interest and rental • Royalties, premiums and any other profits from property • Other gains that are revenue in nature
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  • • A fund management company that is licensed or registered by MAS • Has at least one director who is resident in Singapore; at least one director (who may be the same person as above) who is either a director or a qualified representative of the VCC’s fund manager; and a Singapore resident company secretary • Subject to Anti-Money Laundering/Countering the Financing of Terrorism (“AML/CFT”) procedures, which would be supervised by MAS for compliance • Also subject to audit by a Singapore based auditor by which an annual return must be filed after its AGM and within seven (7) months after the end of its financial year • Umbrella VCC must also keep separate accounting and other records for each sub-fund that sufficiently explain the transactions and financial position of each sub-fund
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  • The chargeable income or exempt income of an umbrella VCC is the sum of the chargeable income or exempt income of its sub-funds. The income of a sub-fund is determined as if it were a VCC. In line with the requirement under the VCC Act for the segregation of assets and liabilities of sub-funds, any expense, capital expenditure, loss or donation of a sub-fund will not be available for deduction against the income of another sub-fund or any other income of the umbrella VCC. This effectively quarantines any such amount and prevents such amounts from being utilised against the income of another sub-fund or the umbrella VCC. The availability of such amounts for offset against future income is subject to a shareholding test. There is no group relief system for umbrella VCCs. Certain common tax rules are applied separately at the umbrella and sub-fund levels: • Unabsorbed capital allowances, losses and donations — sub-fund level • Shareholding test — sub-fund level • Partial tax exemption, start-up tax exemption and corporate tax rebate — VCC level • Exemption of gains or profits from disposal of ordinary shares — sub-fund level • Modification of provisions for VCCs redomiciled in Singapore — sub-fund level • Tax credits — sub-fund level
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  • The segregated portfolio company (SPC), which is a type of exempted company under Cayman law, is a single legal entity within which may be established various segregated portfolios. The assets and liabilities of each segregated portfolio are legally separate from those of the other segregated portfolios. Some key features of SPCs are as follows: • An SPC may segregate the assets and liabilities of different portfolios and the general assets of the SPC by the creation of one or more segregated portfolios • A liability of an SPC to a person in respect of a segregated portfolio entitles that person to have recourse only to: ◦ the assets attributable to such segregated portfolio; and ◦ unless specifically prohibited by the articles of association of the SPC, the SPC's 'general assets' to the extent that the relevant 'segregated portfolio assets' are insufficient to satisfy the liability • An SPC is a single legal entity and the segregated portfolios within the SPC will not be legal entities which are separate from the SPC • An SPC must include as a part of its name the letters 'SPC' or the words 'Segregated Portfolio Company' • Each segregated portfolio must be separately designated and must include in its designation the words 'Segregated Portfolio', 'SP' or 'S.P.'• An SPC may create and issue shares in one or more classes or series including different classes and series relating to a single segregated portfolio • An SPC may declare dividends in respect of segregated portfolio shares irrespective of whether any other class or series of segregated portfolio shares declares a dividend. Such dividends may only be paid on segregated portfolio shares out of the segregated portfolio assets of the segregated portfolio in respect of which the shares were issued • An SPC may be wound up in the same manner as any other exempted company except that, where an SPC is in receivership, leave of the Grand Court of the Cayman Islands is required
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  • Key Differences between a Branch Office and a Subsidiary: Branch Office • is an extension of the parent company and is not a separate legal entity • liabilities incurred by the branch office extend to the parent company • must be the same name as the parent company and enters into contracts under the parent company name • activities are limited to the activities of the parent company • must file branch as well as parent company accounts • must appoint at least one local authorised representative Subsidiary (Limited liability company) • is a separate legal entity from the parent • has limited liability at the subsidiary level • can have the same or different name as the parent • activities can be similar or different from the parent company • must file accounts of the subsidiary only • must appoint at least one local resident director
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