Incorporating Non-Profit Organisations – Companies Limited by Guarantee, Societies and Charities2018-08-29T14:47:55+00:00

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, of whom at least two 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.

Society(Normal Registration)

S$1,180All-in Fee
  • – Includes all government fees & charges
  • – Name application & reservation
  • – Provision of custom Constitution

Society(Automatic Registration)

S$880All-in Fee
  • – Includes all government fees & charges
  • – Name application & reservation
  • – Provision of custom Constitution

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

CorporateRoom’s experience in helping Societies and CLG’s will go a long mile in assisting our clients to bring forward their company’s vision.

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Our team of consultants are ready to assist you with your queries, and provide no-obligations advice to first better understand your needs.

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