How to Set Up a Company Limited by Guarantee in Singapore

By Lucas Seah, Founder of Excellence Singapore Group | Last Updated: October 2026

A company limited by guarantee (CLG) is a Singapore public company with no shares (public is a legal category, not a listing): each member promises to contribute up to a fixed amount, set in the constitution, if the company is wound up. ACRA lists it as the company type for charities and other non-profits, and it also suits clubs, trade associations and other membership bodies. You register it on ACRA’s Bizfile for S$15 to reserve the name plus S$300 to register, with at least one member, one director ordinarily resident in Singapore and a qualified company secretary. Charity and IPC status are separate applications, made after incorporation.

Key Takeaways

• A CLG has members, not shareholders, and each member’s liability is capped at the guarantee amount in the constitution.
• One person can form a company, but you need two people in practice, because a sole director cannot also be the company secretary.
• The three-person minimum quoted online is a charity rule: a registered charity needs at least 3 board members, 2 of them Singapore citizens or permanent residents.
• As a public company, a CLG must hold an AGM every year, cannot use the small company audit exemption, and needs a qualified secretary.
• Registered charities are exempt from income tax. Other CLGs are taxed at 17%, and a club run as a CLG cannot use the 50% club rule that applies to clubs that are not companies.

What is a company limited by guarantee?

The Companies Act defines a CLG as a company whose members’ liability is “limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up”. The members are guarantors, not investors: the guarantee is only called on if the company is wound up with debts.

• No shares. No company limited by guarantee with a share capital can be registered after 15 August 1984 (section 17(5)). ACRA’s company type guide lists the public company limited by guarantee for “Charities, non-profits”, with no shareholders and no share capital.
• Always public. Only a company with a share capital can be private (section 18), so a CLG is a public company whose name ends in “Limited”, not “Pte Ltd”. Public here is a legal category under the Companies Act, not a listed company: it simply means the private company reliefs do not apply.
• A separate legal person. A CLG is a body corporate that can own land, contract and sue in its own name (section 19(5)).
• Not for profit. The model constitution for CLGs applies income and property “solely towards the promotion of the objects of the company”, with no dividend or bonus to members, so a CLG is the wrong vehicle if the founders want profits back.

CLG vs private limited company vs society vs charity

Only three of these are legal structures. Charity is a status: the Charity Portal’s registration criteria say an organisation “must be set up as any of the following 3 legal structures before registering as a charity”, namely a CLG, a society or a charitable trust.

Swipe sideways to see the full table →

Sources: Companies Act sections 17, 18, 19, 22 and 145; Societies Act sections 2 and 35; ACRA fees; Registry of Societies registration guide, October 2026.

A private limited company suits a business that pays profits to its owners, a society suits a club of at least 10 people, and a CLG suits an organisation that wants corporate standing while keeping its income for its purpose. Charity and IPC status sit on top:

Using a CLG for a club, association or membership body

A CLG also suits organisations that exist for their members rather than the public: trade and professional associations, alumni associations, and sports or social clubs. Section 29 of the Companies Act itself refers to companies formed for “recreation or amusement or promoting commerce, industry, art, science”. Four points matter here.

CLG or society. A society needs at least 10 members, is registered with the Registry of Societies by its president, secretary and treasurer, and holds property through trustees or its governing body. A CLG can start with one member and owns property and signs contracts in its own name, but it carries the public company duties: a yearly AGM, an annual audit and a qualified secretary.

Membership rules belong in the constitution. The model constitution says nothing about admission, membership classes or fees: it only lets a member withdraw on 7 days’ notice and makes membership non-transferable. A club or association will usually adopt its own, covering who may join, the classes of membership (for example ordinary, associate or life members) and which classes vote, entrance fees and subscriptions, and how a member can be removed.

Tax on member income. The club rule in section 11(1) of the Income Tax Act treats a club that receives at least half its gross receipts on revenue account from members as not carrying on a business, but it applies to a “body of persons”, which the Act defines to exclude companies. IRAS’s club guidance is written for those bodies, which file Form P1; a club run as a CLG files Form C-S, C-S (Lite) or C like any company. A CLG trade or professional association can apply for approval under section 11(3) if, among other conditions, it is not for profit, exists solely to benefit its members and its constitution bars distributions to them (IRAS e-Tax Guide). It is then taxed only on income from non-members, unless more than half of its Singapore members’ entrance fees and subscriptions are tax-deductible to them.

GST and governance. Once a CLG is GST-registered, IRAS’s GST guide for non-profits treats subscription fees as a standard-rated supply. Members govern through general meetings: the model constitution requires 14 days’ notice of a general meeting and gives each member one vote, and the AGM must be held every year.

What do you need to set up a CLG?

Members and the guarantee

Any person, “whether alone or together with another person”, can form a company (section 17(1)). Members can be individuals or corporate entities, and Bizfile asks for each one’s guarantee amount. The constitution states the number of members registered, and a change must be lodged with ACRA within 14 days (section 22(1AA)).

The three-person figure in some guides is not a Companies Act rule. It is the charity board minimum shown above, so if charity status is the goal, plan that board from the start.

Directors

Every company needs at least one director who is ordinarily resident in Singapore, and with a single member, “that sole director may also be the sole member” (section 145(1)). Directors must be individuals aged 18 or over who are not disqualified.

A qualified company secretary

The secretary must live in Singapore and be appointed within six months of incorporation, and a sole director cannot also be the secretary (section 171), as our guide on sole directors acting as company secretary explains.

Because a CLG is a public company, the directors must also take reasonable steps to ensure the secretary meets regulation 89 of the Companies Regulations (section 171(1AA)): at least 3 of the last 5 years as a company secretary, or being a qualified person under the Legal Profession Act, a public accountant, or a member of one of four listed professional bodies, such as the Institute of Singapore Chartered Accountants. Our company secretaries meet the qualification requirements for public companies.

Registered office

The registered office must be an address in Singapore where all communications and notices can be sent (section 142). From 20 October 2026 it no longer has to be open to the public for set hours, but the company must still make its records available for inspection: once someone with the right to inspect gives reasonable notice, the records must be available for at least two hours on each of the relevant business days (ACRA). A change of address must be lodged with ACRA within 14 days (section 143).

Constitution and guarantee amount

The constitution must commit each member to contribute, if the company is wound up while they are a member or within a year of leaving, “such amount as may be required not exceeding a specified amount” (section 22(1)(c)). The constitution sets that amount.

On Bizfile you can upload your own constitution or adopt the model constitution for CLGs: one vote per member, a quorum of two members, non-transferable membership, and any surplus on dissolution passed to a registered charity or IPC with similar objects.

The model constitution does not state the company’s objects, so a CLG heading for charity status will usually need a customised constitution that follows the Charity Portal’s governing instrument guidance: exclusively charitable purposes, a board quorum of at least 3 (or half the board, if more), and a conflict of interest procedure. We can prepare a charity-ready constitution, and our guide to company constitutions in Singapore explains how a constitution works.

Later changes need a special resolution (section 26), passed at a meeting on at least 21 days’ notice (section 184) or in writing by members holding at least 75% of the voting rights (section 184A), plus the Commissioner of Charities’ approval for a charity.

How to register a company limited by guarantee, step by step

1. Decide the route first. A charity, a trade association and a members’ club each need a different constitution and board, and a charity must apply within 3 months.
2. Reserve the name on Bizfile (S$15). It is held for up to 120 days and must end with “Limited” (section 27(7)). A charity’s name is referred to MCCY’s Charities Unit, which can add 14 to 60 days.
3. Gather the details: IDs and addresses of every officer and member, the guarantee amounts, and the registrable controller declarations.
4. Register on Bizfile (S$300). Only the person who reserved the name, who must be a director or secretary, can file, or a corporate service provider can file for you.
5. Endorse and receive approval. Other position holders endorse within 60 days unless a corporate service provider filed; most registrations are approved soon after payment.
6. After incorporation. Apply for Corppass, appoint an auditor within three months, open a bank account and set up the registers. A public company keeps its own register of members (section 19(6)); ACRA’s electronic one is for private companies.

Our incorporation service can handle these filings, and our guide on how to register a company in Singapore covers Bizfile in more detail.

How much does it cost to register a CLG?

The official fees, from ACRA’s fee schedule with the Registry of Societies fee for comparison:

Sources: ACRA service and transaction fees for companies; Registry of Societies registration guide, October 2026.

The larger running costs are the annual audit, the qualified company secretary and the accounts, none of which the government sets. Our post on statutory audit costs explains what drives audit fees.

Ongoing compliance: what being a public company means

Most CLG compliance follows from its public company status, which switches off several reliefs built for private companies.

Sources: Companies Act sections 19(6), 171, 175, 175A, 184, 205B and 205C with the Thirteenth Schedule; Companies Regulations regulation 89; ACRA XBRL filing requirements, October 2026.

AGM and annual return

The AGM is due within 6 months of the financial year end (section 175), and the options to skip it are for private companies only (section 175A). Other resolutions can still be passed in writing (section 184A). The annual return is due within 7 months (section 197). From 20 October 2026, the annual return also asks a CLG to confirm that the total number of members it last gave ACRA through Bizfile is accurate (ACRA), and ACRA warns of late filing penalties of up to S$600. See our AGM guide for notice, agenda and minutes.

Financial statements and audit

ACRA’s audit exemption guidance says the small company exemption “is only applicable to private companies”, so a CLG is audited every year unless it is dormant (section 205B). Our guide to the audit exemption explains how it works for private companies.

Filing is simpler: ACRA’s XBRL rules let a CLG file a PDF copy of its financial statements, authorised by the directors, instead of XBRL. We prepare your accounts and work with your appointed audit firm so the audit runs smoothly; our guide on choosing an audit firm covers the appointment.

Charity and IPC obligations

A charity CLG also answers to the Commissioner of Charities:

• Annual submission of its annual report, financial statements and Governance Evaluation Checklist within 6 months of the year end, under the annual submission rules; changes to the board or governing instrument are notified within 7 days, and the Code of Governance applies on a comply or explain basis.
• IPC status needs activities that benefit the Singapore community as a whole, not confined to groups based on race, belief or religion, a board that meets the independence requirement, and at least half the board being Singapore citizens (IPC criteria).

Sources: Companies Act sections 171, 175, 197 and 205; ACRA; Charity Portal annual submission guide; IRAS ECI filing, October 2026.

How is a CLG taxed?

• Registered charity: IRAS confirms automatic income tax exemption under section 13(1)(zm) of the Income Tax Act, and “They do not need to file income tax returns.”
• Not a charity: taxed at 17%, and IRAS confirms that companies limited by guarantee are eligible for partial tax exemption. For the start-up exemption, the shareholding test applies to members instead. The CLG files Form C-S, C-S (Lite) or C by 30 November, even with no income.
• Clubs and trade associations: see the section on membership bodies above; the 50% club rule does not apply to companies, and a CLG trade association can apply for section 11(3) approval.
• GST: charities and non-profits must register once taxable supplies exceed S$1 million, “even if they are engaged mostly in non-business activities”.

Our tax team prepares corporate tax filings for CLGs that are not tax exempt.

Frequently Asked Questions

What is a company limited by guarantee in Singapore?

A company limited by guarantee (CLG) is a public company (a legal category under the Companies Act, not a listed company) with no shares. Its members promise to contribute up to a fixed amount, set in the constitution, if it is wound up. It is registered with ACRA, which lists it as the company type for charities and non-profits.

How many people do you need to set up a CLG?

One person can form a company and be both the sole member and sole director, but a sole director cannot be the company secretary, so you need two people in practice. A CLG seeking charity status needs at least 3 board members, 2 of them Singapore citizens or permanent residents.

Should a club be a CLG or a society in Singapore?

A society suits a club of at least 10 members that is content to register with the Registry of Societies and hold property through trustees, and the 50% club tax rule can apply to it. A CLG can start with one member and owns property in its own name, but it is audited every year unless dormant, needs a qualified secretary, and the 50% club rule does not apply to it.

Are CLG membership fees taxable in Singapore?

It depends on the body. The 50% club rule does not apply to companies, so a club run as a CLG files a company tax return. A CLG trade or professional association approved under section 11(3) is taxed only on non-member income, unless more than half of its Singapore members’ entrance fees and subscriptions are tax-deductible to them. Once the CLG is GST-registered, subscription fees are standard-rated.

Does a CLG pay corporate income tax?

A registered charity is exempt and does not file tax returns. A CLG that is not a charity is taxed at 17%, files Form C-S, C-S (Lite) or C each year, and can claim the partial tax exemption. A CLG trade or professional association can apply to be taxed under the section 11(2) members’ rules.

Can foreigners set up a CLG in Singapore?

Yes. The residency rules apply to the officers, not the members: the CLG needs a director ordinarily resident in Singapore and a secretary who lives in Singapore. A charity board also needs 2 Singapore citizens or permanent residents.

Can a CLG drop the word Limited from its name?

Yes. A CLG that is not a registered charity can apply to the Registrar under section 29 if, among other conditions, it applies its profits to its objects and prohibits dividends; ACRA charges S$200. A registered charity needs no Registrar approval: under section 29A it passes a special resolution, alters its constitution and files the form, and the Registrar must then register the new name.

Setting up a non-profit? Get the structure right first

Registering a CLG is quick; what matters is the structure you file and the public company duties that follow: a qualified secretary, an annual audit and a yearly AGM. Excellence Singapore Group can incorporate the company, prepare a charity-ready constitution and act as company secretary, then handle the AGM, annual return and tax filings, prepare the accounts and liaise with your audit firm. If you are weighing a CLG against a society for a club or association, or planning for charity registration, talk to us before you file.