Non-profit organisations

A non-profit organisation (“NPO”) is one whose main purpose is to support or engage in activities of public or private interest without receiving any monetary profit. NPOs exist independently, produce benefits for others and are usually self-governed by a board of trustees or management committee. In Singapore, NPOs take 3 forms and it is recommended to register your NPO: companies limited by guarantee, charitable trusts and societies.

The entity you choose depends on various factors such as how you plan to raise funds, legal risks and size and complexity.

Setting up a Company Limited by Guarantee

Setting up a Company Limited by Guarantee (“CLG”) as a non-profit organisation provides limited liability for its members as a separate legal entity. Some key characteristics and features of CLGs include:

  • CLGs typically end with “Ltd”
  • Carry out non-profit making activities of national or public interest such as religious, scientific or artistic activities
  • No share capital
  • Members’ liability is limited to the amount contributed to the assets of the company in the event of winding up as specified in the constitution of the CLG
  • Requires at least 2 directors (one ordinarily resident in Singapore), 2 members and a company secretary (ordinarily resident in Singapore)
  • Required to hold Annual General Meetings
  • Required to file Annual Returns with ACRA
  • Required to have a Constitution
  • Eligible for certain tax exemptions

Setting up a Society

A club, company, partnership of association of 10 or more persons that are not already registered under any other law, may register as a society with the Registrar of Societies (ROS) in Singapore. Generally, setting up a society is more suited for volunteer-based groups that do not depend on external funding. Societies do not enjoy a separate legal personality hence members are exposed to risks and liability. Some key characterises and features of societies include:

  • At least 10 persons are required
  • Required to have 3 officers: President, Secretary and Treasurer (who must be a Singapore Citizen/Singapore Permanent Resident)
  • Required to audit accounts
  • Required to file Annual Returns with ROS
  • Required to have a Constitution
  • Eligible for certain tax exemptions

Our lawyers can assist you with setting up a suitable NPO based on your plans.

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