Comprehensive Guide to Registering a Company Limited by Guarantee (CLG) in Singapore

A Company Limited by Guarantee (CLG) is one of Singapore’s most trusted legal structures for organisations that aim to create social impact while maintaining financial and governance discipline. Unlike a private limited company that distributes profits to shareholders, a CLG reinvests its surpluses into advancing its mission.

If you are building a non-profit, this guide explains 

• What a CLG is, 
• How to register one, and 
• Why it’s ideal for charities, social enterprises, and associations that prioritise public good over private gain.

Company Limited by Guarantee at a Glance

What is a Company Limited by Guarantee (CLG)?

A Company Limited by Guarantee is a non-profit corporate entity with separate legal personality under Singapore’s Companies Act. It does not issue shares or have shareholders. Instead, members agree to contribute a fixed sum in the event of winding up. The wind up is often S$1 or S$10. Hence, the term “limited by guarantee.”

It is the preferred vehicle for non-profit organisations (NPOs), charities, professional bodies, and public institutions seeking credibility, accountability, and limited liability.

(Reference: ACCA Global – Companies Limited by Guarantee)

Legal Requirements and Governance

A CLG must comply with statutory requirements under ACRA, including:

• Having at least one local director, one company secretary, and one member
• A formal constitution outlining its objectives, governance, and dissolution terms
• Maintaining records and annual filings (financial statements and annual returns)
• Transparent use of funds solely for its stated non-profit purpose

This ensures accountability to regulators, donors, and the public.

Who Should Consider a CLG?

A Company Limited by Guarantee (CLG) is ideal for organisations that prioritise purpose over profit. It’s best suited for:

• Charities and NGOs delivering community, welfare, or advocacy services
• Professional associations representing specific industries or practitioners
• Foundations, cultural, or educational institutions promoting arts, learning, or heritage
• Social enterprises that reinvest surpluses into social impact projects

Example:
The Institute of Policy Studies (IPS) and The Esplanade Co. Ltd both operate as CLGs.
This structure allows IPS to conduct independent policy research that serves the public good.

Meanwhile, The Esplanade Co. Ltd, Singapore’s national performing arts centre, leverages its CLG status to deliver accessible arts programs and foster creative communities without commercial constraints.

(Source: LKYSPP Explainer & The Esplanade Co. Ltd Annual Report)

CLG vs Other Company Types

How to Register a CLG in Singapore

Step 1: Choose and Reserve a Company Name

• Apply via BizFile+ (S$15 fee).
• The name must reflect your purpose and end with “Limited” or “Ltd.”
• Avoid terms like foundation or institute unless you obtain special approval.
• Valid for 120 days after approval.

Step 2: Register with ACRA via BizFile+

Documents required:

• Constitution stating non-profit objectives and member guarantees
• Particulars of directors, secretary, and members
• Registered Singapore business address

Processing time:
15 minutes for simple filings or up to 2 months if MCCY or other authorities review the application.

Upon approval, ACRA issues a Certificate of Incorporation.

Step 3: Post-Registration Requirements

After incorporating a Company Limited by Guarantee, you must also

• Appoint a qualified company secretary within 6 months
• Maintain statutory registers (directors, members, and minutes)
• File annual returns and audited financial statements if required

Failure to comply may result in ACRA penalties or deregistration.

Read more: After ACRA Registration: Your 30‑Day Compliance Checklist 

After Registration: Compliance and Operation

Applying for Business Licenses

If the CLG conducts regulated activities, it applies for relevant permits from agencies such as:

• MCCY or NCSS: Fundraising and social services
• MOE / ECDA: Educational programs
• NEA / MOH: Environmental or health-related operations

Tax Obligations and Incentives

All CLGs must file annual tax returns with IRAS. However, those operating for charitable or public benefit purposes may apply for tax exemption under Section 13(1)(e) of the Income Tax Act.

Registered charities may further apply for Institution of Public Character (IPC) status, allowing donors to claim 250% tax deductions.

(Reference: Ask.gov.sg – MCCY)

Ongoing Compliance

• File annual returns within 7 months after the financial year-end
• Conduct audits if revenue exceeds S$500,000
• Maintain accounting records for at least five years
• Disclose public-benefit activities transparently in reports

This governance structure helps sustain public trust and grant eligibility.

Advantages of Registering as a CLG

Limited Liability and Asset Protection

Members’ liability is limited to their guaranteed amount, typically S$1 or S$10. This structure protects your personal assets.

Potential Tax Benefits and Charity Recognition

Once registered as a charity, the CLG becomes eligible for tax exemptions and donor deductions, strengthening fundraising capability.

Enhanced Credibility and Trust

As a legally recognised entity under ACRA, a CLG builds confidence among donors, regulators, and institutional partners.

(Reference: Business Times – BT Explains CLG)

Dissolution and Asset Distribution

Methods of Dissolution

• Voluntary winding up (members or creditors’ resolution)
• Striking off (for inactive, debt-free entities)

Asset Distribution Rules

Upon winding up, all remaining assets must be transferred to another CLG or charity with similar objectives. They will never be distributed to the members.

Charity Status and CLGs

Eligibility

The CLG must serve a public benefit and fall under charitable purposes, such as:

• Education
• Poverty alleviation
• Religion
• Community or environmental benefit

Application Process

Apply via the Charities Portal with the constitution, governing board details, and activity plan.
Approval takes about 3–6 months.

Benefits

• Full tax exemption under Income Tax Act Section 13(1)(e)
• Access to public fundraising and grants
• Enhanced transparency and governance credibility

Other Company Structures in Singapore

How to Choose the Right Structure

Consider the following before deciding on a CLG:

• Purpose: Is your goal social impact or profit generation?
• Liability: Do you require protection without equity capital?
• Governance: Can you meet annual filing obligations?
• Funding: Will you rely on grants, donors, or investors?

If your mission centres on public good or long-term social impact, a CLG is the most suitable and credible structure in Singapore’s non-profit ecosystem.

Takeaways and Final Recommendations

A Company Limited by Guarantee (CLG) is Singapore’s most trusted structure for charities, NGOs, and mission-based organisations. It combines limited liability, credibility, and tax efficiency with a commitment to the public good.

Before registration:

• Draft a robust constitution aligned with your mission.
• Understand ACRA’s compliance requirements.
• Consider applying for charity or IPC status if fundraising is part of your mission.

With proper governance, your CLG can unlock new funding channels, partnerships, and long-term credibility in Singapore’s growing non-profit ecosystem.

Next Step: Start with the Right Support

Before incorporation, consult:

• ACRA’s BizFile+ Portal for registration procedures
• MCCY / Charities Portal for charity and IPC applications
• Corporate service providers for constitution drafting and compliance filing

Taking these steps early ensures your organisation is compliant, fund-ready, and trusted from day one.