A company limited by guarantee in Singapore is governed under the Singapore Companies Act,
which defines it as a non-profit organization engaged in public welfare work. For instance,
charities, societies, etc. Clubs and charitable organizations usually apply for a company
limited by guarantee. To cite an example, The National University of Singapore is a company
limited by guarantee. A company limited by guarantee has the suffix “Ltd”. The
main aim of a company limited by guarantee is to indulge in non-profit activities like
charity. They are governed by the Companies Act of Singapore and are registered with the
Accounting and Regulatory Authority of Singapore (ACRA). The company's members, limited by guarantee, are liable for the specific amount they
have invested in the company. However, the company members limited by shares are
liable for the amount of capital invested by the shareholders. This means that in
the case of a company limited by guarantee, the member's personal assets are
protected in case the company is declared bankrupt. Companies limited by guarantee are public companies. On the other hand, companies
limited by shares come under the category of private companies. As a result, a
company limited by guarantee does not pay its members bonuses and dividends. You can form certain structures like charitable trusts or societies. A society
consists of 10 or more people. Voluntary organizations usually form it. Society is
not required to file annual income tax returns. For instance, the Indian Red Cross
Society is a voluntary organization formed for humanitarian activities. On the other
hand, a trust is formed by those who want to leave a part of their income behind for
some charitable purpose. For instance, the Bill and Melinda Gates Foundation is a
charitable trust operated by Warren Buffet and Melinda Gates. The tax liability of a company limited by guarantee is similar to that of any other
company in Singapore. The company has to pay a corporate income tax of 17 % on its
chargeable income. However, a company limited by guarantee can apply for some tax
exemptions. In case a company limited by guarantee earns 50% of its income from
tax-deductible membership fees, then such an income would be subject to taxation.
However, if the company limited by guarantee earns less than 50% of its income from
tax-deductible membership fees, then income earned from non-members would be
subjected to taxation. There are some striking features of the company limited by guarantee, which have been discussed
below- The Company is managed by the board of directors. No shareholders in a company are limited by guarantee. It receives funds via donations and grants
from its members. The activities of a company limited by guarantee are non-profit and charitable, such as for
educational and humanitarian purposes. The Constitution is a legal Document that states the amount guaranteed by each member. In a company limited by guarantee, there are guarantors instead of shareholders. And these
guarantors contribute a guaranteed amount towards the company's debt. There is no fixed amount
of guarantee. Members can contribute even $1.00 during the incorporation of the company. The Company is limited by a guarantee function as a separate legal entity. This means that such a
company can sue or be sued in its name. A Company limited by a guarantee provides its members limited liability protection. This means
that the liability of a member in a Company limited by a guarantee is limited to the value
contributed to the company. A Company limited by a guarantee is charged corporate tax at a 17% rate. Apart from that, a
Company limited by a guarantee engaged in charity work need not pay any tax. A company limited by guarantee in Singapore is registered with Singapore's Accounting and Corporate
Regulatory Authority (ACRA). All the applications for the registration of a new Subsidiary company
have to be submitted online via ACRA's electronic filing and information retrieval system, BizFile+.
First, you have to log in to the BizFile+ portal. Then, you have to engage a registered filing agent
to apply on behalf of the proposed director. Under the eServices menu, click "Local
Company" followed by “Start a New Local Company” and then attach the requisite
Documents, including the company constitution, address, etc. The total cost of registering a company limited by guarantee is around $315, which includes a $300
registration fee and a $15 name application fee. You have various payment options: Credit card/debit
card, Apple Pay, Google Pay, and PayPal. The Constitution is a legal Document that outlines the rules regarding the governance of the proposed
company limited by guarantee. Your company's constitution must contain the information mentioned in
the subsequent paragraphs. It must mention the rights of the key personnel like directors, the Company’s Name, the
Company’s registered office address, and the contribution of company members. It is important to mention that while submitting your application form for registration of your
company on the BizFile+ portal, you should also attach a copy of the company’s constitution
along with it. If you do not want to create your own constitution, you can adopt a model
constitution under the Companies (Model Constitutions) Regulations 2015. Registering a Company Limited by guarantee in Singapore has been made easy by the Legal experts
of Enterslice. We at Enterslice have prepared a comprehensive list of Documents that you require
to register a company limited by guarantee in Singapore- A company limited by guarantee does not have to be a charity. However, it can apply for a charity
status to get a complete tax exemption on its income. A company limited by guarantee can apply for a
charity status within three months of incorporation of the company with the ACRA. To apply for a charity status, a company limited by guarantee must operate on a non-profit basis.
Along with that, its activities should be focussed on charity and public welfare. A charity is
entitled to complete tax exemption provided it meets the criteria of the Commissioner of Charities.
Forming a company limited by guarantee in Singapore is hassle-free, and we at Enterslice shall help
you achieve it. Our team of experts will guide you through all the pre-registration Documents and
the compliances that you need to ensure to successfully incorporate your company limited by
guarantee in Singapore. For registering a company limited by guarantee, all you require is three individual directors, two of
which must be Singapore citizens, one company secretary, and a filing agent. Along with that, a
minimum of $1 capital is required to be contributed by the guarantors. The company secretary appointed must be a resident of Singapore. The person concerned is responsible
for overseeing the administration of the company. The director appointed must be a permanent
resident of Singapore. If, in case, a foreigner wants to serve as a director, then he must hold
either a dependent Pass or an Employment Pass. Firstly, you should choose a unique business name for your company that must be in line with the ACRA
guidelines and the Business Names Registration Act of Singapore. In case the chosen name is
offensive or similar to the business already in function, then that name is liable to be refused by
the company registrar. Secondly, you must choose an appropriate financial year end to ensure systematic filing of taxes
yearly. Our proficient CA team can help you file your annual tax returns. Thirdly, preparing all the required Documents, like the residential address of the key personnel like
the director, auditor, company secretary, registered address of the company in Singapore, etc., is
crucial for a hassle-free registration of your company limited by guarantee. Let's connect with our best Legal experts. If you have any questions or problems with business incorporation in Singapore, feel free to contact
us. We shall provide you with immediate help. When a company name is not approved under the Business Name Registration Act on account of a
similar name with an already functioning company or an offensive name, then that application for
registration of a company is rejected by ACRA. At least one individual is required to start a company limited by guarantee in Singapore. Due to
the failure to have the requisite number of guarantors to start a company, the application for
registration is likely to be rejected. If your registered company address is not in Singapore as per Section 142(1) of the Companies
Act, then your application for registration is liable to be rejected by the ACRA of Singapore.
BizFile+ will send an email to the appointed officers (e.g. directors, shareholders, and
company secretary) for their endorsement. All appointed officers have to endorse their
appointments in the BizFile+ portal within 60 days from the date of the email. BizFile+ will automatically generate your company's UEN for successful registration. This
UEN has to be kept confidential and will be used for the company's future transactions
with the government. The Company Business Profile is a comprehensive electronic Document with essential
business information. The ACRA provides it to newly established companies. The first board meeting is held to appoint directors in the newly incorporated company.
It is mandatory to conduct this Annual General Meeting. Ready to take the next step with us?? Book a one-to-one call with us to discuss your
query and how our Foreign Business incorporation desk shall help you in this regard. The full name of the company director, company secretary, auditor, and other key
personnel involved must be attached to the application of registration. Any change
concerning the appointment of key personnel must be duly communicated to the ACRA. The key personnel's contact details, namely telephone number and email address, must be
specified. The residential address or proof of the key personnel's address must be specified. Any
change in these particulars must be duly communicated to the ACRA. The nationality of the company director, company secretary, auditor, and other key
personnel involved should also be mentioned. After the successful completion of the registration of the company on the BizFile+ portal, the
company can proceed to open up a bank account in Singapore in the company's name. Opening a
corporate bank account in Singapore is an easy task, given Enterslice's assistance. We have
prepared a list of Documents required by you to open up a bank account in Singapore- There are some hindrances that you may encounter while registering your company in Singapore, which
include choosing the right form of structure for your company, choosing an appropriate business
name, Regulatory compliances as per ACRA guidelines, Tax Regulations Compliance, Post Registration
Compliances, Maintaining Documents/checklist, Forming the constitution of the proposed company,
Opening up of bank account in the name of the company and Getting appropriate licenses and permits.
Our Foreign Business Incorporation desk at Enterslice shall help you resolve these challenges and
create a hassle-free registration experience for you. You can apply for the permits and licenses through the Singapore Go Business Licensing portal.
An auditor must be appointed within 3 months of the company's incorporation date. A company
secretary must be appointed within 6 months of the company's date of incorporation. It is required to file the company’s annual tax returns with ACRA every year on December
15th. There are certain tax exemptions that a company limited by guarantee is entitled to apart from paying
17% corporate income tax. The extent of the tax exemptions depends on the quantum of income earned.
A charity is entitled to complete tax exemption provided it meets the criteria of the Commissioner
of Charities. To be eligible for tax exemptions, a company limited by guarantee must not have half of its receipts
from membership fees from Singapore members that are tax-deductible in accordance with the Income
Tax Act. Additionally, it must not engage in a trade or a professional association. The dissolution of the company is approved by the Commissioner to the M&A of charities or the
Sector Administrator. It is required for M&A to specify the circumstances of the dissolution of
the company. It is noteworthy to mention that after settling the debts, the company's remaining
assets should be donated to other charitable organizations. There are two ways of dissolving a company limited by guarantee. You can wind it up, which can be
done voluntarily or involuntarily. The other way is that the Company registrar can strike off the
company from its register as per Section 344 of the Singapore Companies Act. All you have to do is
apply to ACRA to strike off your company’s name. If a foreigner wants to register a company in Singapore, then he/she must engage a registered filing
agent who would submit the online application at BizFile+ on his behalf. If your company wants to
employ foreign workers, you must issue an employment pass. Information pertaining to the employment
pass shall be available on the Ministry of Manpower (MOM) website. Our team at Enterslice provides tailor-made solutions per our clients' different business needs. The hassle-free registration process of your company We will make sure to guide you step by step from registering your Company in Singapore to the end
stage of ensuring timely compliance. Our team offers the following services to our clients globally-
The hassle-free registration process of your company -- Testimonials “Enterslice use technology better than others. That saves time and money; Team enterslice is more efficient than traditional competitors, and that helps to pass on the cost advantage to its clients. The company is building a high-level transparency in legal services by optimum use of technology and process automation in consulting. I highly recommend this company.” “Excellent advisory role by Enterslice Team. They are a trusted partners to us. Narendra and his team helped us with our pre NBFC applications and Post NBFC advisory services.” “Amazing services provided by your organization. They have completed our NBFC registration order within stipulated time period of 90 days. They provide constant guidance and support in the process. Their support in building fintech software is amazing.” “I chose Enterslice to start my new Indian adventure as entrepreneur, and respect my past experience i was surprised by their professionalism. In particular, Raksha T. followed my startup process, and i was delighted with her support on every moment. Great, great experience.” “I came to know about Enterslice through a friend. Since then I have done GST Registration through them. The services are consumer centric and fast. I have recommended them to many of my acquaintance already.” “Great set of people working together. Very customer friendly. I am very satisfied with the food license registration services and will definitely come back for other similar requirements.” “They provided customized and Highly skilled CA &services. The management invests themselves in your work. They ensured timely NBFC registration and are always ready and prepared with excellent advisory services. The best part of working with Enterslice is they are not having expertise of law but they are well versed with Digital marketing skills &fintech business model.” “I have registered my Trademark through them. The application was filed within 3 days. And the charges were also very reasonable. We got TM Approved in 6 month’s time without any re-submission or objection. They charge high to deliver the best in industry.” “I would like to thank the Enterslice team for the excellent business plan made by them. They understood our requirement and gave us exactly what we wanted. Thank you Team Enterslice.” “Thanks for your services. The team is really professional. They make sure that things are delivered in time. The best part about Enterslice is the consultative approach and guiding us on all our business matters.” Haiden Group - UAE Stay updated with all the latest legal updates.Overview of a Company Limited by guarantee
Instances Where You May Require GST Appeal Services
Company limited by guarantee Vs. Company Limited by shares
Nature of a Company Limited by Guarantee
Types of Structure
Tax Liability
Features of a Company Limited by guarantee in Singapore
1.Governance
2. No share capital
3.Non-profit nature
4. Company Constitution
5. Guarantee Company
6. Separate Legal Entity
7. Limited Liability
8. Tax Rebates
Registration of a Company limited by guarantee in Singapore
Log in to the Portal
Application for Registration
Cost of Registration
Constitution of the Company Limited by guarantee
Checklist: Registering a company limited by guarantee
Charity: How do I apply?
Formation of a company limited by guarantee in Singapore
Before registering a Company Limited by Guarantee in Singapore
Refusal of Registration of a Company
Non-Approval of Name
Discrepancy in no. of Guarantors
Violation of the Singapore Companies Act
Post Registration of the Company
Getting an Email
Unique Entity Number (UEN)
Company Business Profile
Board Resolution
REQUEST A CALL
Particulars of Registration
NRIC and full name
Contact information
Residential Address
Nationality
Bank Account Opening of Company
Resolution by the company’s board of directors mandating their consent for the
same
Copy of Certificate of Incorporation of the company
Copy of the business profile of the company
National ID card of Singapore or copy of passport
Proof of residential addresses of the directors
Challenges: Registering a Company limited by guarantee
Post Registration Compliances for the Company
Licenses/Permits
Appointing of key personnel
Tax Returns
Tax Rebates
Dissolving a Company limited by guarantee
Registration of the company by a foreigner
Why should you trust Enterslice?
The Services offered by Enterslice
Frequently Ask Questions
We partner with more than 100+ companies
Don't take our word for it
Nilanjan Bandyopadhyay
Amit Goel
Manisha Mantri
Antonio Colella
Leena Krishnan
Arun Mahadik
Ketan Shukla
Manish Pandy
Prashant Tipanis
Akash Deep
Subscribe to our Newsletter
Just enter your email address and subscribe for free!In the news