Registering a Society in Singapore
Are you considering establishing and registering a society in Singapore? This article intends to guide you through the process of registering a society in Singapore as well as provide a clearer roadmap to better understand the key considerations when doing so.
This article will cover:
What is a Society?
Under the Societies Act, a society is defined as a club, company, partnership or association of 10 or more persons, whatever its nature or object, and not already registered under any other law.
Some examples of societies that are registered in Singapore include:
- Harvard University Association of Alumni in Singapore
- Lion City Sports Club
- Guzheng Association (Singapore)
- Tampines Green Meadows Residents’ Network
- Pharmacological Society (Singapore)
Can a charity also be a society?
Charity status is granted to an organisation based on the nature of its activities and purpose, rather than its legal structure. Therefore, as long as your organisation is established as a society, company limited by guarantee, or charitable trust, and fulfils the criteria below, it can qualify for charity status.
A society can attain charity status by fulfilling the following criteria outlined in the Charities (Registration of Charities) Regulations:
- The governing instruments provide for the purposes of your organisation and the purposes must be exclusively charitable (e.g. Relief of poverty, advancement of education and advancement of religion)
- Your organisation has at least three governing board members, of whom two must be Singaporeans or permanent residents; and
- Purposes of your organisation must be beneficial wholly or substantially to the community in Singapore.
What is the Legal Structure of a Society?
A society is one of the more prevalent legal structures for non-profit entities in Singapore. These entities operate autonomously and are governed by their own constitution – a private contractual agreement outlining the rights and obligations of their members.
The management of a society is delegated to a committee which must comprise at least a President, Secretary and Treasurer, and all individuals holding office must secure election by the society’s members. However, for a society to be eligible for registration under the Societies Act, it must have a minimum of 10 individuals.
The majority of the committee members are required to hold Singaporean Citizenship. In particular, the President, Secretary, Treasurer and their deputies are required to be Singapore Citizens or Singapore Permanent Residents. Do note that foreign diplomats are not allowed to serve as committee members.
Other common structures include charitable trusts and public companies limited by guarantee. However, do take note that these structures are subject to different governance processes and registration requirements.
Why Might You Choose to Register as a Society Over the Other Structures?
Registering as a society is preferred over other structures because of its relatively relaxed regulatory requirements, as will be elaborated on later.
For example, charities are subject to stricter regulatory scrutiny due to their charitable status which necessitates adherence to specific guidelines to preserve their tax-exempt status.
Likewise, companies limited by guarantee must comply with a greater number of laws and regulations such as the Companies Act as well as Securities and Futures Act. This makes the registration process even more complicated for charities and companies limited by guarantee.
Why Might You Choose to Register Other Structures Over a Society?
Charities benefit from the most favourable tax exemptions, receiving automatic income tax exemption pursuant to section 13(1)(zm) of the Income Tax Act. This means that charities are not required to make any income tax payments.
However, societies qualify for income tax exemptions only when 50 percent or less of their gross revenue is derived from their Singapore members eligible for tax deduction.
In cases where the revenue exceeds this threshold, only the income generated by Singapore members is liable for the 17 percent corporate income tax. Income generated by non-members remains subject to income tax, regardless of the aforementioned regulations.
The structure of a public company limited by guarantee is commonly favoured primarily because of its limited liability feature. This means the company has the ability to initiate or be part of legal actions in its own name, safeguarding its members from potential liabilities.
In contrast, members of societies are more susceptible to liability issues. This is because a registered society lacks a legal entity status of its own and is solely formed by its members. Consequently, members will have to bear full responsibility for any liabilities incurred by the society.
What is the Process for Registering a Society in Singapore?
In Singapore, the Registry of Societies, a unit under the Ministry of Home Affairs, oversees the registration of societies. There are two types of registration processes – Automatic and Normal.
|Automatic Registration process
|Normal Registration process
|Process of registration
|Under the Automatic Registration process, a society is registered immediately upon the submission of its application cum declaration and payment of the registration fee. Once registered, the society can start its activities immediately.
|Under the Normal Registration process, a society has to wait for an in-principle approval from the Registry of Societies after the society has submitted its application. The society is registered only upon payment of the registration fee after receiving Registry of Societies’ in-principle approval. Thereafter, the society can only start its activities after its registration has been published in the Gazette.
|Average processing time
|Supporting information and documents to be submitted for Registration
|Information on the Society
Information on the Members
Documents in English
The Automatic Registration process applies to any society so long as the society is not included in The Schedule of the Societies Act 1966.
However, there remains an option to register your society through the Automatic Registration process by submitting a registration application to the Registry of Societies for consideration under the Normal Registration procedure.
In 2024, new revisions to the Societies Act will be implemented. These will grant the Registrar the authority to decline applications submitted through the Automatic Registration process if they are deemed to be potentially associated with unlawful activities or pose a threat to Singapore’s security. These amendments also empower the Registry of Societies to request additional information from applicants during the Automatic Registration process, making it more difficult for applicants to register their society.
Are Societies Subject to Governance Requirements?
Registered societies generally operate autonomously. While conducting their activities, these societies must adhere not only to the regulations outlined in their respective constitutions but also comply with the laws prevailing in Singapore, more particularly to those outlined in the Societies Act.
Under the Societies Act, registered societies are obligated to:
- Maintain proper accounts and records of the transactions and affairs of the society and get its accounts audited annually;
- Submit an Annual Return and its audited statement of accounts to the ROS annually;
- Submit to the ROS an audited statement of accounts of any fundraising appeal 60 days after its completion;
- Apply to change its name, place of business and rules; and
- Apply to use any flag, symbol, emblem, badge or other insignia.
Additionally, societies are obligated to conduct their Annual General Meeting (AGM) as stipulated in their constitution. Following this meeting, they are mandated to submit their Annual Returns within one month of the AGM, or if no meeting is held, once in every calendar year within a month after the close of its financial year. The Annual Return should include the most recent updates concerning the society and its office bearers.
In conclusion, there are two pathways available for registering your society in Singapore – either through the Automatic Registration process, or Normal Registration process. It is crucial to thoroughly understand and adhere to the specific guidelines. Otherwise, your application may become invalid. In doing so, do also pay close attention to governance requirements when conducting activities as a society in order to avoid any penalty.
Should you need further guidance or advice from a lawyer, you may consider contacting our Call a Lawyer service. A lawyer can provide support in navigating the legal administrative procedures involved in registering your society. They can also clarify whether your society qualifies for specific considerations, such as determining the applicable registration process.
We also offer corporate secretarial services to aid and facilitate the application and registration process for establishing a society in Singapore.
Lastly, you may consider exploring the Ministry of Home Affairs’ FAQ page for responses to additional questions that you may have about registering a society in Singapore.
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