Setting Up a Non-Profit Entity

Roger Pay
Jun 6, 2024
4 min read

Updated: Mar 13, 2025

Singapore Non-Profit Setup Guide

Setting Up a Non-Profit Entity

Setting up a non-profit entity in Singapore involves several key considerations and steps. Here's a breakdown:

Key Legal Structures:

Company Limited by Guarantee (CLG):
- This is a common structure for non-profits in Singapore.
- It's a separate legal entity with limited liability for its members.
- It's registered with the Accounting and Corporate Regulatory Authority (ACRA).
Societies:
- These are registered with the Registry of Societies (ROS).
- They typically require a minimum number of members.
- They have their own set of regulations under the Societies Act.
Charitable Trusts:
- These are established through a trust deed.
- They involve trustees managing assets for beneficiaries.
- They are subject to trust law.

Key Steps and Considerations:

Determine the Legal Structure:
- Choose the structure that best suits your organization's goals and activities.
Name Reservation:
- Reserve a unique name with ACRA or ROS, depending on the chosen structure.
Draft Governing Documents:
- Prepare the Memorandum and Articles of Association (for CLGs), a constitution (for societies), or a trust deed (for charitable trusts).
Appoint Key Personnel:
- Directors, secretaries, and treasurers are required, and there are residency requirements.
Registered Office:
- Secure a physical address in Singapore for the organization's official correspondence.
Registration with Relevant Authorities:
- Register with ACRA or ROS, as applicable.
Charity Status (Optional):
- If you intend to operate as a charity, register with the Commissioner of Charities.
- This provides tax exemptions and other benefits.
Compliance:
- Adhere to ongoing compliance requirements, such as filing annual returns and maintaining proper records.

Important Notes:

Understanding the specific requirements of each legal structure is crucial.
Compliance with Singapore's laws and regulations is essential for the organization's smooth operation.

It's important to delve deeper into the nuances of setting up a non-profit entity in Singapore. Here's a more detailed breakdown, emphasizing key considerations:

1. Choosing the Right Legal Structure:

Company Limited by Guarantee (CLG):
- This structure provides a strong legal framework, offering limited liability to its members.
- It's often preferred for organizations with substantial operations or those seeking to establish a long-term presence.
- Key aspects include:
  - Registration with ACRA.
  - Requirement for a Memorandum and Articles of Association.
  - Obligation to file annual returns and audited financial statements.
- This is often seen as the most professional structure.
Societies:
- Societies are suitable for member-based organizations with less complex operations.
- They are governed by the Societies Act and registered with the ROS.
- Key considerations:
  - Minimum membership requirements.
  - Development of a constitution.
  - Compliance with ROS regulations.
- This is often used for more community based organisations.
Charitable Trusts:
- Charitable trusts are established for specific charitable purposes.
- They involve a trust deed and trustees who manage the assets.
- This structure is often used for long-term philanthropic endeavors.
- They are under the purview of MAS.
- This structure is the most complex.

2. Key Regulatory Bodies:

Accounting and Corporate Regulatory Authority (ACRA):
- Responsible for the registration and regulation of CLGs.
Registry of Societies (ROS):
- Oversees the registration and regulation of societies.
Commissioner of Charities (COC):
- Regulates charities and administers the Charities Act.
- Charity status provides tax exemptions and enhances credibility.
Monetary Authority of Singapore (MAS):
- Regulates Charitable Trusts.

3. Essential Steps in the Registration Process:

Name Reservation:
- Ensure the chosen name is unique and complies with naming guidelines.
- Reserve the name with ACRA or ROS.
Governing Documents:
- Develop comprehensive governing documents that outline the organization's objectives, structure, and rules.
Appointment of Key Personnel:
- Appoint qualified directors, secretaries, and treasurers who meet residency requirements.
Registered Office:
- Secure a registered office address in Singapore for official correspondence.
Registration and Compliance:
- Complete the registration process with the relevant authorities.
- Adhere to ongoing compliance requirements, including financial reporting and annual filings.

4. Charity Status and Tax Considerations:

Charity Status:
- Registering as a charity with the COC provides access to tax exemptions and other benefits.
- It also enhances public trust and credibility.
Tax Exemptions:
- Registered charities may be eligible for tax exemptions on donations and other income.
Fundraising Regulations:
- Comply with regulations governing fundraising activities.

5. Important Considerations:

Transparency and Accountability:
- Maintain transparent financial records and adhere to high standards of accountability.
Ongoing Compliance:
- Stay up-to-date with changes in regulations and ensure ongoing compliance.

By understanding these detailed aspects, you can navigate the process of setting up a non-profit entity in Singapore more effectively.

How Bestar can Help

Bestar plays a vital role in ensuring the smooth and compliant establishment and operation of a non-profit entity in Singapore. Here's a breakdown of how our expertise can be invaluable:

Choosing the Right Legal Structure:
- We can advise on the most suitable legal structure (CLG, society, or charitable trust) based on the organization's objectives and activities.
- We can explain the legal implications and obligations associated with each structure.
Drafting Governing Documents:
- We can draft or review the Memorandum and Articles of Association (for CLGs), constitutions (for societies), or trust deeds (for charitable trusts) to ensure they comply with legal requirements.
- We can ensure these documents accurately reflect the organization's mission and operational procedures.
Registration and Compliance:
- We can guide the organization through the registration process with ACRA, ROS, or the COC.
- We can ensure compliance with relevant laws and regulations, including the Companies Act, Societies Act, and Charities Act.
- We can assist with obtaining necessary licenses and permits.
Legal Advice on Operations:
- We can provide legal advice on various aspects of the organization's operations, such as contracts, employment law, and intellectual property.
- We can help mitigate legal risks and ensure the organization operates ethically and legally.
Financial Planning and Management:
- We can assist in developing financial plans and budgets.
- We can establish sound financial management systems and internal controls.
Financial Reporting and Compliance:
- We can ensure accurate and timely preparation of financial statements.
- We can ensure compliance with accounting standards and regulations.
- We can assist with filing annual returns and other financial reports.
Tax Advice:
- We can provide advice on tax exemptions and other tax-related matters.
- We can ensure compliance with tax laws and regulations.
Auditing:
- We can conduct audits of the organization's financial records to ensure accuracy and transparency.
- We can provide assurance to stakeholders that the organization's finances are in order.
Fundraising and Donation Management:
- We can help to create systems to properly track and manage donations.
- We can advise on the financial reporting of fundraising activities.