Lawyers advising on VCC structures will need to flag to clients the obligation under paragraph 7.7 to lodge a notice with the Commissioner of Stamp Duties under section 60I or 60J of the Stamp Duties Act within 14 days where an umbrella VCC effects an intra-structure acquisition or disposal without executing a formal dutiable instrument. Non-compliance constitutes a criminal offence with a penalty of up to four times the applicable stamp duty. Advocates and solicitors holding Practising Certificates and acting in corporate or funds mandates carry advisory responsibility for identifying this obligation on each relevant VCC transaction.
Paragraph 7.8 applies share duty to acquisitions of VCC shares or sub-fund shares calculated at the higher of consideration or net asset value, consistent with share duty on company shares. Lawyers acting for clients acquiring interests in VCCs that are property-holding entities will need to conduct a dual-duty analysis — share duty plus Additional Conveyance Duty — where the sub-fund or non-umbrella VCC holds primarily prescribed immovable properties in Singapore and the acquirer meets the significant owner threshold under the Stamp Duties Act, as advised under the Legal Profession Act regulatory framework.