Setting Up a Public Company Limited by Guarantee - Singapore | ACRA
- a22162
- Feb 13
- 20 min read
Updated: Mar 10
Setting Up a Public Company Limited by Guarantee - Singapore | ACRA
Setting Up a Singapore CLG
Setting up a Public Company Limited by Guarantee (CLG) in Singapore involves several steps with the Accounting and Corporate Regulatory Authority (ACRA). Here's a breakdown:
1. Key Features of a CLG
Non-profit focus: CLGs are typically used for non-profit activities like charity, arts promotion, or community benefit.
No share capital: Unlike companies limited by shares, CLGs don't have shareholders or issue shares.
Limited liability: Members' liability is limited to the amount they guarantee to contribute in the event of winding up.
Separate legal entity: A CLG is a distinct legal entity, separate from its members.
2. Steps to Establish a CLG
Name Reservation: Reserve your desired company name with ACRA.
Constitution: Draft the company's constitution (Memorandum and Articles of Association), outlining its objectives, liability limits, and member details.
Members: Have at least one member who will act as a guarantor.
Directors: Appoint at least one directors, with at least one being a Singapore citizen or permanent resident.
Company Secretary: Appoint a company secretary, who must be a Singapore citizen or permanent resident.
Registered Office: Have a registered office address in Singapore.
Application to ACRA: Submit the necessary documents (including the constitution) and pay the required fees to ACRA for incorporation.
3. Post-Incorporation Matters
Appoint Auditor: Appoint an auditor within three months of incorporation.
Licenses: Apply for any necessary licenses based on the CLG's activities.
Tax Obligations: Understand the tax obligations and potential exemptions for CLGs, especially if seeking charity status.
Compliance: Ensure ongoing compliance with ACRA regulations, including annual filings and audits.
4. Additional Considerations
Charity Status: If the CLG's objectives are charitable, consider applying for charity status with the Commissioner of Charities for potential tax benefits.
Choosing a Company Name
Choosing a company name for your Public Company Limited by Guarantee (CLG) in Singapore is a crucial first step. It's more than just a label; it's part of your organization's identity and how people will perceive you. Here's a breakdown of the process, keeping in mind the specific context of a CLG:
1. Brainstorming and Initial Checks:
Reflect Your Mission: Your name should clearly communicate the purpose and activities of your CLG. Is it for charitable work, community development, arts promotion, or something else? The name should hint at this.
Target Audience: Consider who you're trying to reach. Will the name resonate with your beneficiaries, donors, or the general public?
Keep it Concise and Memorable: Aim for a name that is easy to pronounce, spell, and remember. Shorter names are generally better.
Availability Check (Crucial): Use ACRA's BizFile+ portal to check if the name is available. This is the most important step. Identical names are not allowed, and even slight variations might not be accepted.
2. ACRA Guidelines Specific to CLGs:
No Profit Indication: Since CLGs are non-profit, avoid names that suggest commercial activity or profit-making. Words like "Holdings," "Investments," or "Trading" are generally unsuitable.
Charitable Connotations (If Applicable): If your CLG is for charitable purposes, the name might reflect this (e.g., "Foundation," "Association,"). However, this doesn't guarantee charity status approval; you'll still need to apply separately to the Commissioner of Charities.
Restrictions: Be aware of restricted words (e.g., "bank," "finance," "school") that require additional approvals, even for CLGs. Also, avoid names that are offensive, misleading, or suggest a connection to government bodies without authorization.
3. Name Reservation (Through BizFile+):
Secure Your Choice: Once you've found an available and suitable name, reserve it through BizFile+. There's a fee for this.
Reservation Period: The reservation period is typically 120 days, giving you time to complete the incorporation process.
4. Domain Name and Trademark Checks (Recommended):
Online Presence: Check if the corresponding domain name is available. A website is essential for most CLGs.
Brand Protection: While not mandatory for incorporation, consider checking if your name or a similar one is trademarked. This can help protect your brand identity in the long run.
5. Constitution Alignment:
Consistency: Ensure the name in your application matches the name stated in your CLG's constitution (Memorandum and Articles of Association).
Examples of Suitable CLG Names:
"[Name of Community/Region] Community Development Association"
"[Name of Art Form] Arts Foundation"
Limited by Guarantee Name Usually Ends with “Ltd”.
Public Companies Limited by Guarantee in Singapore typically end their names with "Ltd." or "Limited." This is a key identifier that distinguishes them from other types of companies.
Here's why this is important:
Legal Requirement: It's a legal requirement under the Companies Act for CLGs to include "Ltd." or "Limited" in their name.
Public Notice: This ending signals to the public that the organization is a Public Company Limited by Guarantee. It clarifies the company's structure and its non-profit nature.
Distinction: It helps differentiate CLGs from companies limited by shares ("Pte Ltd") and other types of entities.
So, when choosing a name for your CLG, remember to include "Ltd." or "Limited" at the end to comply with regulations and clearly communicate your organization's legal structure.
Key Considerations for CLGs:
Public Perception: CLGs often rely on public trust and donations. Choose a name that inspires confidence and reflects your organization's values.
Long-Term Relevance: Select a name that will remain relevant as your CLG evolves and grows.
Appointing Directors, Company Secretary and Other Key Personnel
Appointing the right directors, company secretary, and other key personnel is essential for a company's success in Singapore. Here's a breakdown of the key roles and the appointment process:
1. Directors
Role: Directors are responsible for the overall management and strategic direction of the company. They make key decisions and ensure the company's compliance with regulations.
Requirements:
At least 18 years old
Not an undischarged bankrupt
Not disqualified from acting as a director
At least one director must be a Singapore citizen, permanent resident, or Employment Pass holder.
Appointment:
Appointed by the company's members (shareholders)
The first directors are usually appointed in the company's constitution.
Subsequent directors are appointed by a resolution of the board of directors or the members.
Duties:
Act in the best interests of the company
Exercise reasonable care, skill, and diligence
Avoid conflicts of interest
Ensure compliance with the Companies Act and other regulations
2. Company Secretary
Role: The company secretary plays a crucial role in ensuring the company's compliance with legal and regulatory requirements. They are responsible for maintaining company records, organizing meetings, and advising the board on governance matters.
Requirements:
Must be a natural person
Must be locally resident in Singapore
Cannot be the sole director of the company (if there is only one director)
Ideally, possess relevant qualifications and experience in company secretarial practice.
Appointment:
Appointed by the board of directors
Must be appointed within six months of the company's incorporation.
Duties:
Maintain company registers and records
Ensure compliance with ACRA regulations
Organize board and shareholder meetings
Advise the board on corporate governance matters
3. Other Key Personnel
Chief Executive Officer (CEO): Responsible for the day-to-day management and operations of the company.
Chief Financial Officer (CFO): Oversees the company's financial matters, including accounting, financial reporting, and risk management.
Other Executives: Depending on the company's size and industry, other key personnel may include heads of departments, marketing managers, and operations managers.
Appointment Process
Board Resolution: The appointment of directors, the company secretary, and other key personnel is typically formalized through a board resolution.
Consent: The individuals being appointed must consent to their appointment.
ACRA Filing: The company must file the necessary information about the appointments with ACRA through BizFile+.
Important Considerations
Skills and Experience: Choose individuals with the necessary skills, experience, and qualifications to fulfill their roles effectively.
Fit and Proper: Ensure that the individuals appointed are "fit and proper" persons, meaning they are of good character and have no history of misconduct or disqualification.
Independence: Consider the independence of directors, especially for public companies, to ensure objective decision-making.
Remuneration: Determine the appropriate remuneration for directors and other key personnel, taking into account their responsibilities and market rates.
By carefully considering these factors and seeking professional guidance when needed, you can appoint the right individuals to lead your company towards achieving its goals.
Guarantee
CLGs do not have share capital.
This is a fundamental difference between a CLG and a typical company limited by shares. In a company limited by shares, shareholders contribute capital in exchange for shares, which represent ownership in the company.
Instead of share capital, CLGs have members who act as guarantors.
Here's how it works:
Guarantee: Each member of a CLG agrees to contribute a specific amount (usually a nominal sum, like S$1) to the company's assets in the event of it being wound up. This is their "guarantee."
No Ownership: Unlike shareholders, members of a CLG do not own a portion of the company. Their guarantee is a commitment to contribute funds if needed, not an investment.
Non-profit Focus: This structure is designed for non-profit organizations. CLGs are typically used for charitable, educational, or community-focused purposes where the primary goal is not to generate profit for owners.
Why no share capital?
The absence of share capital in a CLG reinforces its non-profit nature. It ensures that any surplus funds generated by the CLG are reinvested into its mission and objectives, rather than being distributed as dividends to shareholders.
Key takeaway:
When setting up a Public Company Limited by Guarantee in Singapore, you won't need to deal with share capital, issuing shares, or managing shareholders. Instead, you'll focus on attracting members who are willing to support your organization's mission and provide a guarantee to contribute if necessary.
If you're considering setting up a CLG, it's crucial to understand this fundamental difference and ensure that this structure aligns with your organization's goals and objectives.
Guarantee and Members
It's crucial to understand how a Public Company Limited by Guarantee (CLG) differs from a company limited by shares.
Here's the key takeaway:
CLGs do not have shares or shareholders.
This is a fundamental difference that shapes the entire structure and purpose of a CLG.
Instead of shares and shareholders, CLGs have members who act as guarantors.
Here's a breakdown of the differences:
Shares: In a company limited by shares, shares represent ownership in the company. Shareholders own a portion of the company based on the number of shares they hold.
Shareholders: Shareholders invest capital in exchange for shares and are entitled to dividends (if declared) and a share of the company's assets upon liquidation. They also have voting rights on company matters.
Members: In a CLG, members do not own a portion of the company. Instead, they agree to guarantee a specific amount (usually a nominal sum) to the company's assets in the event of it being wound up. This is their "guarantee."
Guarantors: Members of a CLG are guarantors, not shareholders. They do not receive dividends or own a stake in the company. Their guarantee is a commitment to contribute funds if needed, not an investment.
Why this difference matters:
Non-profit focus: The absence of shares and shareholders in a CLG reinforces its non-profit nature. It ensures that any surplus funds are reinvested into the CLG's mission and objectives, rather than being distributed as dividends.
Purpose-driven: CLGs are typically used for charitable, educational, or community-focused purposes where the primary goal is not to generate profit for owners.
Membership-based: CLGs rely on members who are willing to support the organization's mission and provide a guarantee to contribute if necessary.
In summary:
When setting up a Public Company Limited by Guarantee in Singapore, you won't need to deal with shares, issuing shares, or managing shareholders. Instead, you'll focus on attracting members who are passionate about your organization's cause and willing to act as guarantors.
It's essential to grasp this fundamental difference and ensure that the CLG structure aligns with your organization's goals and objectives.
Registered Office Address
You're asking about a crucial requirement for setting up a company in Singapore! Here's what you need to know about the registered office address:
What is it?
Official Address: The registered office address is the official address of your company in Singapore. It's the address where all official communications, notices, and legal documents will be sent.
Public Record: This address is part of the public record, meaning it's accessible to anyone who searches for information about your company on ACRA's website.
Not necessarily your business address: Your registered office address doesn't have to be where you conduct your main business operations. It can be a separate location.
Requirements for a Registered Office Address
Physical Address: It must be a physical address in Singapore, not a P.O. Box.
Accessibility: The address must be open and accessible to the public for at least 3 hours during ordinary business hours on each business day. This 1 is to allow people to contact your company or deliver documents.
Local Address: It must be an address within Singapore.
Options for your Registered Office Address
Your Business Premises: If you have a physical office space in Singapore, you can use that as your registered office address.
Your Home Address: You can use your residential address if you're operating your business from home, but you'll need to ensure it complies with the Home Office Scheme guidelines set by the Housing Development Board (HDB) or the Urban Redevelopment Authority (URA).
Registered Office Address Service: Many corporate secretarial firms and service providers offer registered office address services. This is a popular option, especially for startups and businesses that don't have a physical office in Singapore.
Important Considerations
Accuracy: Ensure the address you provide is accurate and up-to-date. Any changes must be reported to ACRA within 14 days.
Mail Management: You'll need to have a system in place to receive and manage mail sent to your registered office address, even if it's not your primary business location.
Privacy: If you're using your home address, be aware that it will be publicly accessible.
Why is it important?
Legal Compliance: Having a registered office address is a legal requirement for all companies in Singapore.
Official Communications: It ensures that your company receives important communications from government agencies, legal bodies, and other stakeholders.
Credibility: A valid registered office address adds credibility to your business.
Constitution
You're hitting on a really important document for any company, especially a Public Company Limited by Guarantee (CLG)! Here's what you need to know about the constitution:
What is it?
Rulebook: The constitution is the foundational legal document that sets out the rules and regulations for how your CLG will be governed and operated. Think of it as the company's "rulebook."
Key Components: It outlines the company's objectives, how it will operate, the rights and responsibilities of its members and directors, and how decisions will be made.
Binding Document: It's a legally binding document that all members, directors, and officers of the CLG must adhere to.
Why is it important?
Legal Requirement: It's a mandatory document for all companies in Singapore, including CLGs.
Clarity and Guidance: It provides clarity on the company's purpose, structure, and how it should function, ensuring everyone is on the same page.
Governance Framework: It establishes a framework for good governance, ensuring accountability and transparency in decision-making.
Dispute Resolution: It can help resolve disputes among members or directors by providing a clear set of rules to refer to.
What does it include?
A CLG's constitution typically includes the following:
Name and Registered Office: The company's name and registered office address.
Objectives: The CLG's purpose and the activities it will undertake.
Membership: Rules regarding membership, including admission, resignation, and rights of members.
Liability of Members: The amount each member guarantees to contribute in the event of winding up.
Directors: Appointment, responsibilities, and powers of directors.
Meetings: Procedures for holding general meetings and board meetings.
Decision-Making: How decisions are made, including voting rights and quorum requirements.
Financial Matters: Provisions for financial management, audits, and reporting.
Winding Up: Procedures for winding up the CLG.
Amendment: How the constitution can be amended.
Key Considerations for CLGs
Non-profit Focus: The constitution must clearly state that the CLG is non-profit and that any surplus funds will be reinvested into its objectives, not distributed to members.
No Share Capital: It should explicitly state that the CLG does not have share capital.
Members' Guarantee: The constitution should specify the amount each member guarantees to contribute.
Model Constitution
ACRA provides a Model Constitution that you can adopt or adapt for your CLG. This can be a helpful starting point, but you may need to customize it to fit your specific needs.
By having a well-drafted constitution, you can establish a strong foundation for your CLG, ensuring its smooth operation and long-term success in pursuing its non-profit objectives.
Deciding on a Financial Year End
Here's what you need to know about setting a Financial Year End (FYE) for a Public Company Limited by Guarantee (CLG) in Singapore, based on the Accounting and Corporate Regulatory Authority (ACRA) guidelines:
Understanding the FYE
Definition: The FYE is the last day of your company's financial year. It marks the end of your accounting period, when you close your books and prepare financial statements.
Flexibility: Singapore allows you to choose any date as your FYE. It doesn't have to align with the calendar year.
Importance: The FYE is crucial because it determines the deadlines for your corporate filings and tax submissions.
Key Considerations for Choosing an FYE
First FYE: Your first financial year can be up to 18 months from your incorporation date.
Subsequent FYEs: After the first year, financial years are typically 12 months long.
Alignment with Tax: Consider aligning your FYE with the tax year to simplify tax filings.
Seasonal Business: If your CLG's activities are seasonal, choose an FYE that aligns with the end of your peak season.
Group Structure: If your CLG is part of a larger group, consider aligning FYEs for easier consolidation of financial statements.
ACRA Requirements
Notification: You must notify ACRA of your chosen FYE when you incorporate your CLG.
Changing FYE: You can change your FYE later, but you'll need to notify ACRA and meet certain conditions.
Restrictions: You cannot change your FYE if the deadlines for your Annual General Meeting (AGM), Annual Return (AR) filing, or sending of financial statements have passed.
Approval: ACRA's approval is required if the change in FYE results in a financial year longer than 18 months, or if you've changed your FYE within the past 5 years.
Important Dates and Deadlines
AGM: Public CLGs must hold their AGM within 6 months after the FYE.
Annual Return (AR) Filing: Public CLGs must file their AR with ACRA within 7 months after the FYE.
Additional Tips
Plan Ahead: Choose your FYE early in the incorporation process to ensure you have enough time to prepare for your financial reporting and compliance obligations.
Remember:
Ensure your CLG complies with all legal and regulatory requirements related to financial reporting and compliance.
By carefully considering these factors and seeking professional advice, you can choose an FYE that best suits your Public CLG's needs and ensures compliance with ACRA regulations.
Submitting your Application to ACRA
Okay, you're ready to submit your application to ACRA for your Public Company Limited by Guarantee (CLG)! Here's a step-by-step guide to help you through the process:
1. Prepare All Necessary Documents
Before you begin the online application, ensure you have all the required information and documents ready:
Company Name: You should have already reserved your desired company name with ACRA.
Constitution: Your CLG's constitution (Memorandum and Articles of Association) should be finalized and ready for submission.
Registered Office Address: You'll need the full address of your registered office in Singapore.
Members' Details: Full names, identification details, and addresses of all members (guarantors).
Directors' Details: Full names, identification details, addresses, and nationalities of all directors. At least one director must be a Singapore citizen, permanent resident, or Employment Pass holder.
Company Secretary's Details: Full name, identification details, address, and nationality of the company secretary. The company secretary must be a Singapore citizen or permanent resident.
Financial Year End: You should have decided on your company's financial year end.
2. Access BizFile+
Online Portal: The application is submitted online through ACRA's BizFile+ portal.
Singpass: You'll need a Singpass account to access BizFile+.
3. Complete the Online Application
New Company: Select the option to "Apply for new business entity name" and choose "Company Limited by Guarantee" as the type of company.
Fill in Details: Provide all the necessary information, including the company name, registered office address, members' details, directors' details, company secretary's details, and financial year end.
Upload Documents: Upload the required documents, including the company's constitution.
Pay the Fees: Pay the required incorporation fees online.
4. Endorsement by Appointed Officers
Email Notification: After you submit the application, ACRA will send an email to all the appointed officers (directors, company secretary, and members) requesting their endorsement.
BizFile+ Dashboard: They can also access the endorsement request from their personal dashboard in BizFile+.
Endorsement Deadline: All appointed officers must endorse their appointments within 60 days from the date of the email. Otherwise, your application will lapse.
5. Application Review
Processing Time: ACRA typically processes applications within a few days. However, it may take longer if the application needs to be referred to other government agencies for review.
Notification: You'll receive an email notification once your application is approved.
6. Post-Incorporation Matters
Once your CLG is successfully incorporated, you'll need to take care of some post-incorporation matters:
Appoint Auditor: Appoint an auditor within three months of incorporation.
Apply for Licenses: Apply for any necessary licenses based on your CLG's activities.
Tax Obligations: Understand your tax obligations and potential exemptions for CLGs, especially if you plan to apply for charity status.
Compliance: Ensure ongoing compliance with ACRA regulations, including annual filings and audits.
Tips for a Smooth Application
Accuracy: Double-check all the information you provide to ensure it's accurate and consistent.
Completeness: Make sure you have all the required documents and information before starting the application.
Timeliness: Respond promptly to any requests from ACRA and ensure all appointed officers endorse their appointments within the deadline.
By following these steps and paying attention to the details, you can successfully submit your application to ACRA and get your Public Company Limited by Guarantee up and running!
Other Important Information
Setting up a Public Company Limited by Guarantee (CLG) involves more than just the initial incorporation. Here are some key areas to be aware of:
1. Charity Status
Eligibility: If your CLG's objectives are purely charitable and benefit the public, you can apply for charity status with the Commissioner of Charities.
Benefits: Charity status grants significant tax exemptions, allowing your CLG to allocate more resources to its charitable activities.
Requirements: Meeting the criteria for charity status involves demonstrating your CLG's non-profit nature, public benefit, and sound governance.
2. Tax Obligations
Corporate Tax: While CLGs can be eligible for tax exemptions (especially with charity status), they might still have some tax obligations. Understanding these obligations is crucial.
GST: Depending on your CLG's activities and turnover, you might need to register for Goods and Services Tax (GST).
3. Ongoing Compliance
Annual General Meeting (AGM): CLGs must hold an AGM every year to present financial reports and discuss important matters.
Annual Returns: You need to file annual returns with ACRA, providing updates on your CLG's financial position, members, and directors.
Auditing: Your CLG will need to appoint an auditor and have its financial statements audited annually.
4. Governance and Management
Board of Directors: A well-functioning board is crucial for effective governance. Ensure your directors understand their roles and responsibilities.
Company Secretary: The company secretary plays a vital role in ensuring compliance and maintaining proper records.
Internal Policies: Develop internal policies and procedures for financial management, risk management, and decision-making.
5. Membership Management
Membership Agreement: Consider having a membership agreement that outlines the rights and responsibilities of members.
Member Engagement: Engage your members actively in the CLG's activities and decision-making processes.
6. Funding and Sustainability
Fundraising: Develop a sustainable fundraising strategy to support your CLG's operations and programs.
Grants and Donations: Explore opportunities to secure grants and donations from foundations, corporations, and individuals.
7. Public Image and Transparency
Website and Communication: Maintain a website and communication channels to inform the public about your CLG's mission and activities.
Transparency: Be transparent about your CLG's finances and operations to build trust with stakeholders.
8. Winding Up
Dissolution: Understand the process for winding up your CLG, including how assets will be distributed.
Remember:
Proactive Approach: Take a proactive approach to compliance and governance to ensure your CLG operates smoothly and ethically.
Seek Advice: Don't hesitate to seek professional advice when you need it.
By being aware of these important aspects and taking the necessary steps, you can set your CLG up for success in achieving its non-profit goals and making a positive impact on the community.
Maintaining Company Registers
Maintaining company registers is a legal requirement for all companies in Singapore. These registers contain important information about the company and its members, and they must be kept up-to-date and accurate.
There are several types of company registers that must be maintained, including:
Register of Members: This register contains information about the company's shareholders, including their names, addresses, and the number of shares they hold.
Register of Directors: This register contains information about the company's directors, including their names, addresses, and dates of appointment.
Register of Secretaries: This register contains information about the company's secretaries, including their names, addresses, and dates of appointment.
Register of Auditors: This register contains information about the company's auditors, including their names and addresses.
Register of Charges: This register contains information about any charges or mortgages that have been registered against the company's assets.
The information in these registers must be kept up-to-date and accurate. Any changes to the information must be recorded in the register within 14 days.
The company registers must be kept at the company's registered office or at the office of its company secretary. They must be made available for inspection by any member of the public during business hours.
Failure to maintain company registers can result in penalties.
Other Obligations
In addition to maintaining company registers, there are a number of other obligations that companies in Singapore must comply with. These obligations include:
Filing annual returns: All companies must file an annual return with ACRA within 7 months of their financial year-end. The annual return provides information about the company's financial performance and its directors and shareholders.
Holding annual general meetings (AGMs): All companies must hold an AGM once a year. The AGM is a meeting of the company's shareholders where they can discuss the company's performance and elect directors.
Appointing an auditor: All companies must appoint an auditor to audit their financial statements, unless they are exempt. The auditor must be a qualified accountant who is independent of the company.
Paying taxes: Companies in Singapore must pay corporate income tax on their profits. They may also be required to pay other taxes, such as goods and services tax (GST).
Complying with employment laws: Companies in Singapore must comply with the Employment Act, which sets out the rights and responsibilities of employers and employees.
Complying with data protection laws: Companies in Singapore must comply with the Personal Data Protection Act (PDPA), which sets out rules about the collection, use, and disclosure of personal data.
Complying with anti-money laundering and counter-terrorism financing laws: Companies in Singapore must comply with anti-money laundering and counter-terrorism financing laws, which are designed to prevent money laundering and terrorism financing.
Failure to comply with these obligations can result in penalties, including fines and imprisonment.
What You Have to File Each Year
Here's a breakdown of what you'll need to file each year to keep your Public Company Limited by Guarantee (CLG) in good standing with ACRA:
1. Annual General Meeting (AGM)
Purpose: The AGM is a meeting of the CLG's members where they review the financial statements, discuss the CLG's performance, and make important decisions.
Timing:
You must hold an AGM once every calendar year.
The first AGM must be held within 18 months of the CLG's incorporation date.
Subsequent AGMs must be held within 15 months of the previous AGM.
Format: AGMs can be physical meetings, virtual meetings, or conducted via written resolutions (for private CLGs).
2. Annual Return
Purpose: The annual return is a form filed with ACRA to update them on your CLG's key information.
Content: It includes details about your CLG's:
Name and registration number
Registered office address
Principal activities
Directors and company secretary
Members (guarantors)
Financial year end
Date of AGM
Financial statements (if applicable)
Timing: The annual return must be filed within seven months after the end of your financial year.
3. Financial Statements
Preparation: Your CLG must prepare financial statements each year, in accordance with the Singapore Financial Reporting Standards (SFRS).
Auditing: You need to appoint an auditor to audit your financial statements.
Filing:
CLGs are exempt from filing financial statements with ACRA. However, you still need to prepare them and have them approved by the members at the AGM.
The auditor's report must be included in the financial statements presented at the AGM.
Important Notes
XBRL: While CLGs are exempt from filing financial statements with ACRA, if they choose to do so, they must be filed in XBRL format.
Accuracy: Ensure all information filed with ACRA is accurate and up-to-date.
Deadlines: Adhere to the deadlines for holding AGMs and filing annual returns to avoid penalties.
Penalties: Failure to comply with these filing requirements can result in fines and other penalties.
Tips for Compliance
Maintain Good Records: Keep accurate and up-to-date records of your CLG's financial transactions, member information, and other important documents.
Calendar Reminders: Set reminders for important deadlines, such as the AGM and annual return filing.
By staying on top of these annual filing requirements, you can ensure that your CLG remains compliant with ACRA regulations and maintains its good standing in Singapore.
Where to Find More Information
Here are some additional resources that you may find helpful:
ACRA Website: The ACRA website (www.acra.gov.sg) is your primary resource for information on CLG registration, regulations and compliance in Singapore.
Commissioner of Charities Website: If you're seeking charity status, the Commissioner of Charities website provides detailed guidance.
Inland Revenue Authority of Singapore (IRAS): https://www.iras.gov.sg/
Ministry of Manpower (MOM): https://www.mom.gov.sg/
Personal Data Protection Commission (PDPC): https://www.pdpc.gov.sg/
Bestar Website: Bestar offers services for setting up and maintaining CLGs. Bestar can provide valuable assistance with compliance, governance, and other matters.
Singapore Company Formation: https://www.bestar-sg.com/post/incorporation
Bestar Asia: https://www.bestar-asia.com/post/set-up-company-limited-by-guarantee-singapore
How Bestar can Help
Setting Up a Public Company Limited by Guarantee - Singapore | ACRA
Navigating the complexities of setting up and running a CLG in Singapore can be challenging. Here's how Bestar can assist you:
Incorporation: We can handle the entire incorporation process, from name reservation to submitting the application to ACRA.
Constitution Drafting: We can help you draft a comprehensive and legally sound constitution tailored to your CLG's specific needs.
Compliance: We can assist with ongoing compliance matters, such as filing annual returns, preparing minutes for meetings, and maintaining statutory records.
Registered Office Address: We provide registered office address services, which is especially helpful for CLGs without a physical office space.
Advice: We can offer guidance on corporate governance, regulatory compliance, and best practices for running a CLG.
Financial Management: We can help you set up proper accounting systems, prepare financial statements, and manage your CLG's finances.
Auditing: We can perform audits of your financial statements, ensuring compliance with accounting standards.
Taxation: We can advise on tax obligations, help you apply for charity status (if eligible), and ensure compliance with tax regulations.
Financial Reporting: We can assist with preparing financial reports for internal use and for presenting to members at the AGM.
Professional Advice: We can provide professional advice on various matters, including contract review, and intellectual property.
Compliance: We can ensure your CLG complies with all relevant laws and regulations.
Contract Drafting: We can help you draft and review contracts with stakeholders, ensuring your CLG's interests are protected.
Benefits of Engaging Bestar
Expertise: We bring specialized knowledge and experience in our respective fields, ensuring high-quality service.
Efficiency: We can streamline processes, saving you time and effort.
Compliance: We help you stay compliant with regulations, reducing the risk of penalties.
Peace of Mind: You can focus on your CLG's mission, knowing that Bestar is handling the administrative and legal aspects.
Choosing Bestar
Experience: Bestar has experience in working with CLGs and non-profit organizations.
Expertise: Bestar has the necessary expertise in the areas you require assistance with.
Reputation: Check the firm's reputation and client testimonials.
Communication: Bestar communicates clearly and effectively.
Fees: Our fee structure is transparent and reasonable.
By engaging Bestar, you can gain valuable support in setting up and managing your CLG, ensuring its long-term success and positive impact on the community.
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