Bestar Singapore Reply Setting Up a Public Company Limited by Guarantee - Singapore Inquiry

a22162
Jun 19
4 min read

Updated: 2 days ago

Singapore Guarantee Company Setup Assistance

Bestar Singapore Reply Setting Up a Public Company Limited by Guarantee - Singapore Inquiry

Hello Client,

Thank you for reaching out to Bestar Singapore! We can certainly assist you with setting up a public company limited by guarantee in Singapore.

Understanding a Company Limited by Guarantee

A company limited by guarantee is a unique legal structure in Singapore, primarily used for non-profit organizations, charities, professional bodies, or clubs. Unlike a company limited by shares, it does not have shareholders. Instead, it has members who agree to contribute a pre-determined amount (the "guarantee") to the company's assets in the event of its winding up.

Key characteristics include:

https://www.bestar-sg.com/post/setting-up-a-private-company-limited-by-shares-singapore-acra

Key Requirements and Steps for Setup

Here's a general overview of the requirements and steps involved in setting up a public company limited by guarantee in Singapore:

Company Name Approval:
- The proposed name must be unique and not identical to any existing entity.
- It should not infringe on any trademarks or be offensive.
Directors:
- Minimum of one resident director (Singapore Citizen, Permanent Resident, or EntrePass holder).
- Directors must be at least 18 years old and not disqualified.
- There is no upper limit on the number of directors.
Company Secretary:
- A qualified company secretary must be appointed within 6 months of incorporation.
- The secretary must be a natural person, ordinarily resident in Singapore, and not the sole director of the company.
Registered Office Address:
- A physical address in Singapore is required. P.O. Box addresses are not allowed.
Members:
- Minimum of one member. These can be individuals or corporate entities.
- Each member must agree to contribute a specific amount (e.g., S$1) in the event of the company being wound up.
Constitution:
- A comprehensive constitution (formerly Memorandum and Articles of Association) must be drafted. This document is crucial as it defines the company's objects, powers, internal regulations, and the guarantee amount from its members.
Registration with ACRA:
- The company must be registered with the Accounting and Corporate Regulatory Authority (ACRA).
- This involves submitting the required forms and documents, including the constitution and details of the directors, company secretary, and members.
Other Potential Registrations/Approvals:
- Depending on the nature of your activities (e.g., charity, educational institution), you may need to obtain additional licenses, permits, or approvals from relevant government bodies (e.g., Commissioner of Charities, Ministry of Education).

Bestar's Professional Service Fees

Bestar offers comprehensive packages to handle the entire incorporation process and provide essential services for your CLG:

Incorporation service S$650, includes:

Pre-incorporation advisory: Guidance on the CLG structure and requirements.
Company Name Search and Application: Handling the S$15 ACRA fee and application.
CLG Registration Fee: Handling the S$300 ACRA fee and filing. Singapore
Adopting of Model Constitution: Adoption of a compliant model constitution tailored for your CLG.
Preparation of Incorporation Documents: All necessary forms and resolutions.
12 Months Company Secretary Services: Appointment of a qualified resident company secretary for the first year, which is a statutory requirement ($350).
Bizfile Profile: The official business profile from ACRA (S$5.50).
Resolution for Bank Account Opening: Assistance with preparing the necessary resolutions for opening a corporate bank account.
First Board Resolution.

Registered Office Address S$180, includes:

Provision of a local Singapore street address for your CLG for the first year S$180.

Nominee Local Director (if required) S$2,500, includes:

If you do not have a resident director, you will need to engage a nominee director service. This is an additional annual fee, S$2,500, plus a S$2,500 refundable security deposit.

How to Get Started with Our Services

Here are the steps:

Consultation & Proposal:
- Receive a proposal/quote: We will discuss your business needs to tailor our services and provide a comprehensive proposal, including a detailed quotation for our fees and government charges.
Payment:
- Once you agree to the proposal, you'll make the payment for the agreed-upon services.
Provide Required Information & Documents:
- Complete forms: We will send you forms like a "Company Incorporation Form", "KYC (Know Your Client) Form", and a "PDPA Consent Form" to gather necessary details about your proposed company, directors, and members.
- Submit identification: You'll need to provide scanned copies of passports/NRICs and proof of residential address for all directors and members. For foreign documents, these may need to be notarized.
Incorporation Process:
- Bestar will then proceed with the company name reservation and submission of the incorporation application to ACRA.
- We will keep you updated on the progress. Typically, incorporation can be completed within 1 to 3 business days once all documents are in order and submitted to ACRA.
Post-Incorporation:
- Upon successful incorporation, you'll receive the Certificate of Incorporation and Business Profile.
- Bestar will then assist with opening a bank account and setting up any ongoing services (corporate secretarial, accounting, etc.) you've engaged us for.

Post-Incorporation Compliance & Our Comprehensive Services:

Once your company is incorporated, there are ongoing statutory compliance requirements. Bestar offers a full suite of services to ensure your company remains compliant with Singapore regulations:

Accounting & Tax Compliance: Comprehensive bookkeeping, financial statement preparation, and corporate tax filing services.
Payroll Services: Managing payroll processing and related statutory contributions.
Business Advisory: Ongoing advice on corporate governance, regulatory changes, and business strategy.