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Investment Funds Structuring
Compliant, efficient, and investor-ready fund structuring in Singapore and internationally.
Investment Funds Structuring
Compliant, efficient, and investor-ready fund structuring in Singapore and internationally.
Eltoma (Singapore) Pte. Ltd. advises on the formation, structuring, and compliance of investment funds tailored to your investment strategy, target investor base, and regulatory requirements. Whether you are establishing a private equity, venture capital, hedge, or real estate fund, we ensure your structure is commercially viable, tax-efficient, and meets all relevant legal and regulatory standards.
Who we assist:
- Asset managers launching new regulated or unregulated fund vehicles.
- Private equity and venture capital firms structuring funds for institutional and HNWI investors.
- Family offices establishing bespoke investment platforms.
- Corporate groups setting up captive or strategic investment funds.
- International fund promoters using Singapore as a base for Asia-Pacific investments.
Our Services Include:
- Advising on Singapore fund vehicles, including:
- Variable Capital Companies (VCCs) under the Variable Capital Companies Act 2018.
- Limited Partnerships (LPs) under the Limited Partnerships Act 2008.
- Private Limited Companies (Pte. Ltd.) used as special purpose vehicles (SPVs).
- Comparative analysis of alternative jurisdictions (e.g., Cayman Islands, Luxembourg, BVI) where offshore structuring may complement Singapore operations.
- Guidance on suitability based on investor profile, tax implications, and exit strategy.
- Advising on licensing requirements under the Securities and Futures Act 2001 (SFA).
- Assisting with Capital Markets Services (CMS) Licence applications or exemptions.
- Advising on fund management models (licensed, registered, or exempt).
- Compliance with the Monetary Authority of Singapore (MAS) guidelines for collective investment schemes (CIS).
- Guidance on the use of sub-managers, investment advisers, and outsourced service providers.
- Drafting or coordinating preparation of:
- Fund constitutional documents (VCC constitutions, LP agreements, company constitutions).
- Private Placement Memoranda (PPM) and offering documents.
- Subscription agreements, investment management agreements, and custodian agreements.
- Structuring multi-class share or unit arrangements for different investor categories.
- Setting up SPVs for asset acquisition or risk segregation.
- Advising on Singapore fund tax incentives, including:
- Section 13R and Section 13X schemes under the Income Tax Act 1947.
- GST exemptions on financial services.
- Structuring to utilise Singapore’s Double Taxation Agreements (DTAs) with over 80 countries.
- Transfer pricing considerations for cross-border fund transactions.
- Ongoing AML/CFT compliance in accordance with the MAS Notice SFA 04-N02.
- Coordinating with custodians, fund administrators, auditors, and legal counsel.
- Assisting with bank account and brokerage account opening for the fund.
- Filing initial and periodic reports with MAS (where applicable).
- Investor onboarding, KYC/AML checks, and capital call processes.
- Governance support, including investment committee procedures and reporting frameworks.
How it works?
We work hard every day to make life of our clients better and happier
- Initial structuring consultationUnderstand your investment strategy, asset classes, and investor base.
- Jurisdiction & vehicle analysisRecommend the optimal fund type and domicile.
- Regulatory reviewAssess licensing requirements and prepare compliance roadmap.
- Documentation phaseDraft or coordinate all legal, offering, and operational documents.
- Launch coordinationLiaise with administrators, custodians, and regulators.
- Post-launch supportEnsure compliance, investor reporting, and tax efficiency.
Compliance anchor points:
- Variable Capital Companies Act 2018 – flexible fund vehicle framework.
- Limited Partnerships Act 2008 – rules for partnership-structured funds.
- Securities and Futures Act 2001 (SFA) – licensing and regulatory obligations.
- Income Tax Act 1947 – tax treatment and exemptions for funds.
- Monetary Authority of Singapore (MAS) guidelines – AML/CFT and operational requirements.
Deliverables:
- Incorporation and registration of fund vehicle with ACRA or MAS.
- Complete set of fund constitutional and offering documents.
- Compliance plan and filing calendar.
- Bank and custodian account arrangements.
- Post-launch governance and investor reporting framework.
Why choose Eltoma?
-
Integrated expertise – combining legal, tax, and compliance insight into one service. - Singapore and offshore reach – structuring solutions that leverage both onshore and offshore jurisdictions.
- MAS familiarity – experience liaising with regulators for licensing and exemptions.
- Customisation – structures built around your investment mandate, not templates.
- End-to-end lifecycle – from fund set-up to operation, restructuring, and winding-up.
FAQs:
- No — we assist with both regulated and private placement funds, depending on your investor base and strategy.
- Yes — we assist with application preparation, compliance, and structuring to meet minimum fund size and expenditure requirements.
- No — we work with or alongside licensed managers to structure and support funds.
- Yes — including multi-jurisdictional arrangements for cross-border investment.
- Yes — we perform AML/CFT checks in line with MAS standards or integrate with your appointed administrator.
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