Your Essential Guide to Incorporating a Company Limited by Guarantee (CLG) in Singapore 🇸🇬
- a22162
- Oct 5
- 6 min read
Singapore Company Limited by Guarantee Guide
Your Essential Guide to Incorporating a Company Limited by Guarantee (CLG) in Singapore 🇸🇬
The Company Limited by Guarantee (CLG) is a corporate structure specifically designed for non-profit organisations (NPOs), charities, associations, and clubs in Singapore. Unlike companies limited by shares, a CLG has members (guarantors) instead of shareholders, reinforcing its commitment to its public-benefit mission rather than profit distribution.
If your organisation's objective is charitable, educational, religious, or community-focused, incorporating a CLG in Singapore provides a robust, credible, and legally recognised framework for your operations.
Key Features & Benefits of a Singapore CLG
Choosing a CLG offers several significant advantages for non-profit entities:
Feature | Description |
Separate Legal Entity | The CLG is distinct from its members, allowing it to enter contracts, own property, and sue or be sued in its own name. |
Limited Liability | This is the structure's core benefit. Members' personal liability for the company's debts and obligations is limited to a nominal, pre-determined sum (often $1 to $10) stated in the company's constitution, which is payable only upon the company being wound up. |
No Share Capital | A CLG is a non-profit entity and does not have shareholders or share capital. Any surplus is reinvested back into the organisation to achieve its objectives. |
Enhanced Credibility | Being a public company registered with the Accounting and Corporate Regulatory Authority (ACRA) provides greater transparency and credibility, which is vital for fundraising and public trust. |
Tax Exemption Potential | While a CLG is subject to Singapore's corporate tax rate of 17%, it may qualify for full tax exemption on its income if it successfully registers as a Charity or an Institution of a Public Character (IPC). |
Essential Requirements for CLG Incorporation
Before you begin the application, ensure you meet the following statutory requirements:
At least One Member (Guarantor): You must have a minimum of one person agreeing to be a member and guarantor.
At least One Director: You must appoint a minimum of one director who is ordinarily resident in Singapore (i.e., a Singapore Citizen, Permanent Resident, or an EntrePass/Employment Pass holder).
One Company Secretary: You must appoint a qualified company secretary within 6 months of incorporation. The secretary must be a natural person ordinarily resident in Singapore.
Registered Office Address: A non-P.O. Box physical office address in Singapore must be maintained.
A Constitution: A governing document (formerly Memorandum & Articles of Association) that clearly outlines the organisation's non-profit objectives, bylaws, and the guarantee amount each member is obliged to pay upon winding up.
Step-by-Step Guide to Setting Up Your CLG
Incorporating your Company Limited by Guarantee is typically done online through ACRA's BizFile+ portal.
Step 1: Company Name Application and Reservation
The first step is to reserve your desired company name with ACRA.
Uniqueness: The name must be unique and not identical or too similar to any existing business.
Suffix: The name must usually include the word "Limited" or "Ltd."
Application: Submit your proposed name for approval via BizFile+.
Fee: The application fee is currently S$15.
Processing Time: Most names are approved within an hour, but applications requiring review by external government agencies (e.g., those using words like "University," "Bank," or "Media") may take 14 days to 2 months.
Step 2: Prepare the CLG Constitution
Your organisation's constitution is crucial. It must explicitly:
State that the organisation's primary objective is non-profit and for public benefit.
Specify the amount of guarantee each member will contribute (e.g., S$1).
Prohibit the distribution of profits or dividends to members.
Outline the company's operational rules, director duties, and meeting procedures.
While a customised constitution can be drafted, ACRA provides a Model Constitution that can be adopted or modified.
Step 3: Formal CLG Incorporation (Registration)
Once the name is approved, you can proceed with the official incorporation via BizFile+. You'll need to submit the following information:
The reserved company name and transaction number.
The business activity codes (SSIC).
The registered office address and operating hours.
Details of all proposed directors, company secretary, and members (guarantors).
The adopted or customized constitution.
Registration Fee: The current fee is S$300.
Most straightforward applications are approved and registered within 15 minutes after payment.
Step 4: Post-Incorporation Compliance
After successful incorporation, you must fulfill ongoing legal and administrative obligations:
Appoint a Company Secretary: Must be appointed within 6 months of incorporation.
Appoint an Auditor: Must be appointed within 3 months of incorporation, unless the company is exempt from audit requirements (generally small companies).
Open a Corporate Bank Account: Establish a bank account in the CLG's name.
Apply for Charity Status (Optional but Recommended): To gain potential tax exemption, apply to the Commissioner of Charities via the Charities Portal within 3 months of establishment. This requires meeting additional governance requirements, such as having at least 3 governing board members, with a minimum of 2 being Singapore Citizens or Permanent Residents.
Obtain Necessary Licenses: Depending on your specific activities (e.g., operating a school, an art gallery, or a public collection drive), you may need specific licences from relevant government agencies.
Annual Compliance Obligations
All CLGs in Singapore must adhere to ongoing compliance requirements to remain in good standing with ACRA and the Inland Revenue Authority of Singapore (IRAS).
Obligation | Deadline |
Hold Annual General Meeting (AGM) | Within 6 months after the Financial Year End (FYE). |
File Annual Returns (AR) | Within 7 months after the FYE. |
File Corporate Tax Return (Form C/C-S) | By November 30 of the following year. |
File Estimated Chargeable Income (ECI) | Within 3 months after the FYE. |
In summary, establishing a Company Limited by Guarantee is the preferred, most secure, and credible legal framework for non-profit entities in Singapore, offering both limited liability for its members and the foundation for obtaining valuable tax-exempt charity status.
How Bestar Singapore Simplifies Your Company Limited by Guarantee (CLG) Incorporation and Compliance
Your Essential Guide to Incorporating a Company Limited by Guarantee (CLG) in Singapore 🇸🇬
Incorporating a Company Limited by Guarantee (CLG) is the crucial first step for any non-profit, charitable, or public-benefit organisation in Singapore. While the CLG structure offers immense benefits like limited liability and enhanced credibility, the legal and compliance requirements—from drafting a compliant constitution to fulfilling stringent post-incorporation duties—can be complex, especially for first-time founders or international NPOs.
This is where Bestar Singapore, a leading full-service corporate solution provider, becomes your indispensable partner. We streamline the entire process, ensuring your focus remains on your mission, not the paperwork.
1. Seamless CLG Incorporation & Setup
Navigating ACRA's BizFile+ portal, securing the proper documents, and ensuring statutory compliance from Day One can be time-consuming. Bestar’s expertise ensures a fast, accurate, and fully compliant CLG setup.
CLG Requirement | How Bestar Provides Value |
ACRA Application | We manage the entire digital submission process on the BizFile+ portal, from name reservation (S15fee) to final incorporation (S$300 fee), ensuring your application is error-free for quick approval. |
Constitution Drafting | A CLG's constitution is highly specific. Our experts draft a document that is fully compliant with the Companies Act and precisely tailored to your organisation's non-profit objectives and governance structure. |
Resident Director | Every Singapore company must have at least one local resident director. If you are a foreign founder, we can provide a Nominee Director to fulfil this statutory requirement, ensuring a smooth incorporation. |
Registered Office | We provide a professional Registered Office Address in Singapore for your statutory and official mail, meeting ACRA's requirement for a non-P.O. Box local address. |
2. Mandatory Corporate Secretarial (CorpSec) Services
The Companies Act mandates that a CLG appoints a qualified Company Secretary within six months. Bestar's corporate secretarial package ensures continuous compliance, protecting your organisation and directors from penalties.
Named Company Secretary: We provide a fully qualified and experienced local Company Secretary, fulfilling your statutory requirement immediately after incorporation.
Compliance Management: We manage all ongoing statutory obligations with the Accounting and Corporate Regulatory Authority (ACRA), including:
Filing of Annual Returns (AR).
Maintaining and updating statutory registers (e.g., Register of Members, Directors, and Company Secretary).
Preparing and filing all necessary corporate resolutions (e.g., changes to directors, members, or the constitution).
Meeting Support: We assist with the proper drafting of notices and minutes for Board and General Meetings, including the Annual General Meeting (AGM), ensuring adherence to corporate governance standards.
3. Specialised Accounting and Tax Support for NPOs
CLGs, especially those with charity status, have unique accounting and financial reporting obligations. Bestar's accounting and tax advisory services are critical for maintaining good governance and maximising tax benefits.
CLG-Specific Bookkeeping: Our team provides tailored bookkeeping and financial reporting services, ensuring your accounts accurately reflect non-profit activities and comply with the Singapore Financial Reporting Standards (SFRS).
Audit Facilitation: We can connect your CLG with reputable auditors to complete the mandatory audit (unless exempted), ensuring your financial statements meet regulatory scrutiny.
Tax Advisory & Compliance: We guide your CLG through its tax obligations with the Inland Revenue Authority of Singapore (IRAS), ensuring timely submission of your Corporate Income Tax Return (Form C/C-S).
Charity Status Application Support: For CLGs seeking tax exemption, we provide expert guidance and assistance with the complex application process to become a registered Charity or Institution of a Public Character (IPC), helping you meet the strict governance criteria required by the Commissioner of Charities.
Your CLG: Built on a Foundation of Trust
By partnering with Bestar Singapore, you gain a trusted advisor who simplifies the legal complexities of operating a CLG. From the initial name approval to annual compliance and seeking crucial tax-exempt status, we provide a complete, end-to-end solution.
Focus on your public benefit mission; we’ll handle the corporate compliance.
Ready to launch your non-profit in Singapore with confidence? Contact Bestar Singapore today for a consultation.
Comments