Registration of Non-Profit Organisations in Singapore

Non-Profit Organisations (NPOs), also referred to as Voluntary Welfare Organisations (VWOs), are divided into 2 categories in Singapore:

  • A Company Limited by Guarantee (CLG) under the Accounting and Corporate Regulatory Authority of Company (ACRA); 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)

Legal Requirements

  • 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

Charitable Trust

Legal Requirements

  • 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

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    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:

    1. 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.
    2. A Society needs a minimum of 10 members to setup at the start.

    Social Enterprises

    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

    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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