Looking to establish a non-profit organization in Singapore?
A company limited by guarantee could be the perfect structure for your venture.
Why choose a Company Limited by Guarantee (CLG)?
A company limited by guarantee is a popular choice for non-profit organizations, societies, clubs, and associations in Singapore. Unlike a company limited by shares, this structure does not have shareholders or share capital. Instead, members guarantee to contribute a nominal amount in the event of the company’s winding up.
Basic Compliance Requirements:
- The CLG’s governing board must comprise a minimum of three members.
- Articulation of the organization’s goals and objectives, delineating the desired achievements within the entity, is essential.
- A registered office address within Singapore is necessary for official communications and notifications.
- Compliance with the Companies Act and other relevant legislation overseen by ACRA is obligatory.
- Within three months of establishment, the CLG must engage the services of a company auditor.
- A company secretary must be appointed within six months of incorporation.
- Annual tax returns must be submitted to IRAS by 30th November.
- Annual returns must be lodged with ACRA within 30 days following the annual general meeting (AGM).
Tax Exemptions:
- Companies limited by guarantee (CLGs) are subject to corporate tax at the prevailing rate of 17% on their chargeable income unless they meet the criteria for tax exemption.
- To qualify for tax exemption, a CLG must fulfil specific conditions and secure charity status from the relevant authorities. The application for charity status can be submitted via the Charity Portal.
- Qualifying conditions include registration as a charity with the Commissioner of Charities (COC) or as an Institution of a Public Character (IPC) under the oversight of the relevant Sector Administrator (SA).
- The CLG must exclusively pursue charitable objectives that benefit the broader community in Singapore, avoiding any narrow or sectional interests.
- Utilization of income and assets should be solely dedicated to charitable purposes, with no distribution to members.
- Adherence to regulatory requirements set forth by the COC, SA, Accounting and Corporate Regulatory Authority (ACRA), and Inland Revenue Authority of Singapore (IRAS) is mandatory.
By adhering to these stringent criteria and compliance obligations, CLGs can qualify for tax exemptions and operate in accordance with the established legal framework governing charitable entities in Singapore. Ensuring ongoing compliance is imperative for maintaining tax-exempt status and effectively fulfilling the organization’s charitable mission.
Our Fee Guide
Incorporation Package for
Company Limited by Guarantee (CLG)
Quick Starter
Incorporation + 1-Year Named Secretary + 1st AGM/AR + Govt Fees included
$1,688nett
What Do I Get
- Company Registration Service
- ACRA Government Fee $315
- Secretary Package (12 Months)
-
All Incorporation Documents
- ACRA Company Profile
- E-Notice of Incorporation
- 1st Directors’ Resolutions
- 1st RORC Registration
Our comprehensive services includein 3 simple steps
Consultation
We provide expert guidance on choosing the right structure for your non-profit organisation set up and fulfilling regulatory obligations.
Document preparation
Our team assists in preparing all necessary documents for the incorporation of the Non-profit organisation.
Submission
We handle the submission of your charities' registration documents to the Accounting and Corporate Regulatory Authority (ACRA).
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Additional services you might need
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Annual Return Filing
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Company Registered Address
Every Singapore company is required by law to have a valid Singapore address as registered address of the company.
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CorpPass Registration
Required for online corporate transactions with the government (SingPass is also required).
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No Hidden Charges
“No Hidden Charges” is more than a promise; it’s our commitment to ensuring your journey is smooth, straightforward, and cost-effective. you’ll experience complete clarity in pricing. What you see is what you get – a comprehensive, all-inclusive package designed to empower your corporate management without any surprise fees along the way.
Digital Signature
Unlock a new era of authentication and approval with the power of digital signatures. No more printing, signing, and scanning documents. With HeySara app, you can affix your legally binding signature digitally, streamlining processes and eliminating unnecessary delays.
Data Protection
Trust is the foundation of business, and data protection is our commitment to preserving it. HeySara app’s advanced data protection measures shield your sensitive corporate information from unauthorized access, breaches, and cyber threats, ensuring your data remains confidential and secure.
Pocket Secretary Apps
Experience the power of streamlined workflows in the palm of your hand. Whether reviewing and signing documents, managing compliance tasks, or coordinating with your team, our HeySara Pocket Secretary App accelerates your processes, saving you time and boosting efficiency.
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More than a filing agent, we are your lifetime business partner
You will be given access to a convenient platform for free to store your business documents securely, retrieve your company data and obtain consultation whenever you need.
Organisation of Documents
All files and resolutions are organised and stored neatly for your ease of access via desktop or mobile device. Free to download and forward as and when required.
Timely Reminders of deadlines
All deadlines are reflected on our app and you will receive notifications for any upcoming submissions that might have been overlooked.
Adding in the human touch
Get a dedicated Company Secretary executive tagged to your company who would be well versed in all your company matters and would be drafting out any additional resolutions you might require. Call, WhatsApp or email them, whichever you prefer.
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Frequently Asked Questions
A CLG is a type of corporate structure where the liability of its members is limited to the amount each member undertakes to contribute to the assets of the company in the event of its winding up. It is used to execute non-profit affairs or activities of public interests such as charity campaigns. CLGs can engage in fundraising activities to support their charitable objectives.
In a CLG, members guarantee a specific amount to the company in case of liquidation, while in a company limited by shares, shareholders’ liability is limited to the amount unpaid on their shares.
At least one member, a registered office address in Singapore, and at least one resident director are required to form a CLG and set-up a Non-profit organisation.
No, there is no minimum capital requirement for a CLG in Singapore.
CLGs are generally restricted from engaging in commercial activities for profit-making purposes.
No, profits cannot be distributed to members of a CLG. Any surplus funds must be used for the organization’s objectives.
A CLG is governed by its constitution, which outlines its objectives, membership rules, and governance procedures.
Compliance requirements include holding annual general meetings, filing annual returns, and maintaining proper accounting records.
Yes, CLGs may be eligible for tax exemptions on income derived from their charitable activities.
Winding up procedures for a CLG involve appointing a liquidator, settling debts, and distributing assets according to the company’s constitution and applicable laws.
Yes, a CLG can own property in Singapore under its own name.
CLGs are required to file annual returns and financial statements with the Accounting and Corporate Regulatory Authority (ACRA) in Singapore.
The liability of CLG members is limited to the amount they guarantee to contribute to the assets of the company in case of insolvency.
Yes, a CLG can change its name by passing a special resolution and obtaining approval from ACRA.
Once you set-up charities, the board of directors is responsible for the management and governance of the CLG, ensuring compliance with laws and regulations, and fulfilling the organization’s objectives.
Yes, a CLG can operate overseas, subject to compliance with foreign laws and regulations.
No, CLG members are not entitled to dividends as CLGs do not distribute profits to their members.
Advantages include limited liability for members, tax exemptions for charitable activities, and a structured framework for governance and operations.
Yes, a CLG can own intellectual property rights such as trademarks, copyrights, and patents.
No, CLG members are not personally liable for the debts of the company beyond the amount they guarantee to contribute in case of winding up.
