Setting Up a Company Limited by Guarantee in Singapore

In Singapore, non-profit organisations can conduct their activities through structures such as Companies Limited by Guarantee (CLGs), charitable trusts and societies. Some benefits of incorporating a CLG include limited liability and tax benefits.

This article considers some of the characteristics of a CLG, and the process of incorporating a CLG.

What is a Company Limited by Guarantee?

A CLG is used to carry out non-profit making activities like charity work.

Since CLGs are registered with the Accounting and Regulatory Authority of Singapore (ACRA) and governed by the Companies Act, it is usually set up by non-profit organisations requiring a corporate status.

Additionally, CLGs may obtain charity status (see below).

How do companies limited by guarantee differ from companies limited by shares?

Unlike companies limited by shares, CLGs do not have share capital. Thus, the liability of members of a CLG is limited to the amount which they undertake to contribute to the assets of the company in the event of winding up. This amount will be provided for in the company constitution.

On the other hand, for companies limited by shares, the liability of shareholders is limited to the portion of the company’s share capital that they have taken up.

Are companies limited by guarantee private or public companies?

CLGs are public companies. Only companies with share capital can be classified as private companies.

Should I set up my for-profit organisation as a company limited by guarantee?

As CLGs are prohibited from paying dividends and profits to their members, the structure is unsuitable for for-profit organisations where members typically seek a return on their investment through payouts such as dividends.

Why Incorporate a Company Limited by Guarantee?

As opposed to not incorporating at all

Some organisations may avoid incorporation to seek flexibility and lower cost. However, incorporation grants many benefits to the organisation.

Incorporation allows members to obtain limited liability. For example, upon incorporation, the CLG is considered to have a separate legal entity and distinct from its members. This means that a CLG may sue or be sued in its own name, and the members of the CLG will be protected from any liabilities incurred by the CLG.

Finally, incorporation may offer tax benefits. CLGs are liable to pay corporate tax at the prevailing corporate tax rate of 17%, and can claim tax deductions. However, a CLG that has been awarded charity status is exempt from tax.

As opposed to choosing other legal structures suitable for non-profits, e.g. society or charitable trust

Besides incorporating a CLG, non-profit organisations may conduct their activities through structures like societies or charitable trusts. However, there are some critical differences between these structures.

While CLGs offer advantages like limited liability and tax benefits, it is important to consider the characteristics of your organisation to determine whether a CLG is the most suitable structure available for your organisation.

Structure

A society consists of 10 or more persons, and is suitable for membership or volunteer-based groups that are small. Thus, a society is more suitable for small non-profit groups with few members. This allows the society to save the hassle of filing annual returns to ACRA, unlike a CLG.

A trust is typically set up by individuals who wish to leave aside some of their income for charitable purposes. However, the costs of establishing and managing trusts can be quite high.

Separate legal personality

Additionally, the society and trust are not treated as separate legal entities. Thus, unlike the CLG, the society and trust cannot sue or be sued. Instead, members will have to sue or be sued in their personal capacity.

Members of a society are also personally liable for all its losses, while trustees are responsible for all the trust’s losses. In contrast, CLGs are treated as separate legal entities and its members enjoy limited liability (as mentioned above).

How to Incorporate a Company Limited by Guarantee in Singapore

Legal requirements

A CLG needs to be set up by application to ACRA. To incorporate a CLG, the constitution must be submitted via ACRA’s BizFile+ website.

The constitution must include the name of the company and the amount each member has guaranteed to pay in the event of winding up. The objectives of the company must also be clearly stated.

Procedure, documents and fees

The fee to reserve the company name is $15. The registration fee for CLGs is $300. A company can usually be incorporated or registered within 15 minutes after the registration fee is paid.

It may take between 14 days to 2 months should the application be referred to relevant authorities for approval.

Regulatory Compliance Requirements for Companies Limited by Guarantee

CLGs may have to apply for licences, depending on the type of activities it undertakes. This should be done at the time of registration with ACRA.

To apply for the relevant licences you may be required to undertake, please visit the GoBusiness website.

To What Extent are Companies Limited by Guarantee Subject to Tax and Qualify for Tax Deductions/Exemptions?

Although CLGs qualify for corporate tax deductions and exemptions, the extent to which its income is taxable is determined by the type of income earned by a CLG.

If the CLG:

• Carries on a trade or professional association; and
• More than 50% of its receipts are from membership fees from Singapore members, where such receipts are tax-deductible under section 14 of the Income Tax Act,

the company will be treated as conducting a business. This means that income from Singapore members and non-members will be subject to tax.

Where 50% or less of the receipts from Singapore members are tax-deductible under the Income Tax Act, only income from transactions with non-members are taxable.

Applying for Charity Status for a Company Limited by Guarantee

A CLG may want to apply for charity status as this allows the CLG to obtain full tax exemption on its income.

To apply for charity status, CLGs have to fulfil the criteria set out by the Commissioner of Charities. Charities are allowed to carry on business activities, but the scope of such activities are limited.

In Singapore, charities are organisations that:

1. Operate on a not-for-profit basis;
2. Are set up exclusively for charitable purposes; and
3. Carry out activities to achieve those purposes which benefit the public.

Charitable purposes include:

1. Relief of poverty;
2. Advancement of education;
3. Advancement of religion; or
4. Other purposes beneficial to the community such as promotion of health and advancement of animal welfare.

To apply for charity status, the organisation must apply within 3 months of its establishment to the Commissioner of Charities via the Charities Portal. The organisation must prove to the Commissioner of Charities that:

1. Its purposes or objects are exclusively charitable;
2. It has at least 3 governing board members, of whom at least 2 must be Singaporean citizens or permanent residents; and
3. Its purposes or objects are wholly or substantially beneficial to the Singapore community.

Dissolution of a Company Limited by Guarantee

A CLG may be dissolved through various ways, including winding up and striking off.

Winding up occurs when the company is unable to pay its debts. The business is hence closed down and proceeds from the sale of assets are distributed among creditors. Winding up can occur either through involuntary winding up or voluntary winding up.

Another way to dissolve a CLG is through striking off. A director may apply to ACRA to strike off the company’s name from the registrar, for example, when the business has ceased or the CLG has been fully wound up.

What happens to the CLG’s remaining funds/assets? Can they be distributed to members?

Any of the CLG’s remaining funds and/or assets after the winding up cannot be distributed to its members.

Instead, these will be distributed to organisations with similar objectives as the CLG, or to a registered charity as determined by the Commissioner of Charities.

—

Non-profit organisations can be established using various structures. While a CLG offers advantages like limited liability and tax benefits, it is important to consider which legal structure best suits your organisation.

If you require assistance with setting up your company limited by guarantee or with any other corporate services, do get in touch with us.