Variable Capital Company is a private limited liability company incorporated in Singapore under Part IX of the Singapore Companies Act, which means it is subject to less stringent regulation than a private limited company and is not required to have a minimum paid-up share capital. Subscribers are not liable for the debts if they have not signed an indemnity clause with the company or been listed as a guarantor.
This form of corporate governance has its benefits and drawbacks compared to the other forms such as private companies limited by shares, public companies and partnership firms.
Within the broad scope of a variable capital company in Singapore, there are different types of it such as the limited liability partnership (LLP) and public limited companies.
One of the prominent features of this type of private company is that it allows for its owners or shareholders to have greater control over the firm’s operations by giving them significant decision-making powers, hence, the owners of this type of private limited company can take part in both the management and decision-making process.
A variable capital company in Singapore also offers its owners the advantage of being exempt from paying income tax for at least the first two years and is instead taxed at a lower rate compared to other forms of companies. This may appeal to foreign investors as well as local entities who wish to take part in the setting up of a new business.
Additionally, this type of private limited company also opens doors for its owners/shareholders to have greater control over their earnings by giving them the option to determine how much of their income is distributed, and when it should be so. This would also be particularly beneficial to the owners of the company, as they can take advantage of their earnings during times of economic downturn or market volatility.
Moreover, unlike other forms of private limited companies that only allow for single-person ownership, variable capital companies allow for different ways in which ownership can be obtained by several people at once. This form of corporate governance also allows its owners to have an active role in the management and decision-making process of their respective firms.
The tax benefits that are associated with variable capital companies can be attractive to any form of business entity especially when times are difficult due to economic or market volatility, but it must be kept in mind that other forms of private limited companies may also enjoy a similar tax-free status during the start-up stage of their company’s operations.
With regards to corporate governance, one drawback that is associated with variable capital companies is the fact that under this form of a private limited company; it can be very difficult for new shareholders who join in later stages to achieve or have significant control over their respective firms. This is because they are usually required by the company’s articles of association and the by-laws to hold a minimum number of shares to help determine the overall outcome of any decisions being made.
Additionally, it must be kept in mind that this type of private limited company requires its shareholders to possess substantial wealth and/or have active involvement in managing their respective firms; hence, it may not appeal to those looking for a less risky or capital intensive form of business entity.
Another drawback associated with a variable capital company in Singapore is that under this form of corporate governance, minority shareholders may find themselves having little control over the firm’s operations as majority decision making powers can easily be passed into the hands of a single individual or group of individuals.
Like any other form of business entity, there are advantages and disadvantages associated with variable capital companies; hence, it can be difficult for those seeking to start their own or a new business to decide which one would be best suited for them under the circumstances. Weighing out all these factors and knowing fully well what each company has to offer may help in making this decision easier but at the end of the day, it will still depend on personal preference and needs.
