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Incorporating Non-Profit OrganisationsDean Cheong2019-08-27T13:12:34+08:00
Registration of Non-Profit Organisations in Singapore
Non-Profit Organisations (NPOs), also referred to as Voluntary Welfare Organisations (VWOs), are divided into 3 categories in Singapore:
A Company Limited by Guarantee (CLG) under the Accounting and Corporate Regulatory Authority of Company (ACRA); or
A Society under the Registry of Society (ROS); or
A Charitable Trust under the Office of Commissioner of Charities (COC).
Under the Charities (Registration of Charities) Regulations, organisations will have to comply with the following conditions to get registered as charities :
Purposes or objects of the organisation must be exclusively charitable;
Organisation must have at least 3 governing board members, each of whom must be Singapore citizens or permanent residents; and
Purposes or objects of the organisation must be beneficial wholly or substantially to the community in Singapore.
Applicants should note the various requirements and obligations under the respective set-up and take these into consideration when deciding how the organisation is to be established.
Public Company Limited by Guarantee (CLG)
At least 1 director, 1 member and a qualified Company Secretary
Must draft a Memorandum & Articles of Association setting out the objectives of organisation
Must audit accounts annually
Must hold Annual General Meetings
Must file its Annual Returns with ACRA
CLG are registered with ACRA and governed by the Singapore Companies Act.
A CLG is –
One which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, charity, etc
One with no share capital
One with members, rather than shareholders, undertaking to contribute a predetermined sum to the liabilities of the company, which could be as low as S$1
One that must include "Limited" as suffix to its name at the time of incorporation
One that is a legal entity existing in its own right and distinct from the individuals involved in it
A minimum of 10 persons are required to form a society
Mandatory 3 key office bearers, i.e. President, Secretary and Treasurer
Must have a Constitution that governs the society
Must file Annual Returns with Registrar of Societies. Must draft a Constitution that governs the society
Societies are registered with the Registrar of Societies (ROS) and are governed by the Singapore Societies Act.
A Society is –
Defined as a club, company, partnership or association of 10 or more persons
Not already registered under any other law
Suitable for membership or volunteer based groups, especially smaller groups with strong community links and not heavily dependent on donations and external funding
Must have a board of trustees
Must have a trust deed – the Constitution of the charitable trust, which sets out the framework within which the trustees must operate
Charitable Trusts are regulated under the Trustees Act (Cap. 337) under the supervision of the Ministry of Law.
A Charitable Trust is –
One that can be set up by anyone who wants to set aside assets or income for charitable purposes, through a structured and ongoing approach to giving; for example a scholarship or bursary
Administered by a group of people known as Trustees for the benefit of other people known as beneficiaries for a stated objective
A type of purpose trust in that it promotes a purpose and does not primarily benefit specific individuals
CorporateRoom's experience in incorporating CLGs will go a long mile in assisting our clients to materialise their company's vision.
Company Limited by Guarantee (CLG)
S$1,680All-in Fee
– Includes all government fees & charges
– Name application & reservation
– 12 months Company Secretary
– Founders Board of Directors Resolution
– Model Constitution & Bizfile
– Self-inking Company Stamp
Contact Us Today & Let Us Recommend the Right Structure for Your Organisation
New Company IncorporationCompany SecretaryCompany Corporate ActionsCompany Annual ComplianceEscrow ServicesVariable Capital Company (VCC)Others
Companies Limited by Guarantee (CLG) are most suitable for several types of Non-Profit Organisations
The biggest difference between a normal Private Limited (Company Limited by Shares) and a Company Limited by Guarantee is that there are no shareholders in the CLG structure. Without shareholders, the CLG is instead governed by members, who are separate legal entities from the CLG, and thus enjoy separation of risks.
The advantages of a Company Limited by Guarantee Setup versus a Society are:
Liability and risks are limited to the company as an entity. A Society is not a legal entity in itself, and it's members are personally liable to any transgressions of the Society.
A Society needs a minimum of 10 members to setup at the start.
Social enterprises are a mix between companies that generate profits, yet have a strong mandate towards diverting these profits towards the benefit of the community group, versus maximizing profits for the shareholders. In that vein, a true social enterprise could choose to have the CLG structure with members guiding the direction and growth of the company.
Charities, set up to help the needy are a form of Society, that will also be subjected to additional regulations in Singapore under the Charities Act. The Charities Act governs and sets the regulations for the following:
Registration of Charities
Annual Submission of Accounts & Reports to ACRA
Rules on fund raising
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