TNB Global Outsource

Email

enquiries@tnbgo.com

Call Us

+65 8722 2255

Follow us :

Call Us

+65 8722 2255

How to set up a company limited by guarantee in Singapore?

A company limited by guarantee (CLG) sounds attractive with the accompanying benefits of having limited liabilities and tax benefits. However, the CLG structure is not for everyone, especially not for for-profit organisations. The CLG structure is for companies that perform non-profit making activities registered with the Accounting and Regulatory Authority of Singapore (ACRA).

Benefits of incorporating as a CLG

1. Limited liability

Incorporation as a CLG makes the company a separate legal entity that is distinct from its members. The company can own a property in its name, sue and be sued in its name, enter in contracts, assets of the company are separate from its members, and shareholders of the company will not be liable for acts of the company.

2. Tax benefits

CLGs have to comply with the Singapore corporate tax rate of 17% and can claim tax deductions. However, CLGs that have obtained charity status will be tax-exempt. A Summary of Singapore’s Corporate Tax System will provide more details on the system and tax schemes available.

However, if a CLG has obtained charity status, it will be tax-exempt.

 

Incorporating a CLG

It is advisable to seek professional assistance in registering a CLG with ACRA in compliance with the Singapore Companies Act.

1. Cost of incorporation

Reservation of company name and registration of CLG is made online via BizFile+, costing $15 and $300, respectively. After you pay the registration fee, it will usually take 15 minutes for a company to be incorporated. For more information on the dos and don’ts and guide to having your company name approved, read An Exclusive Guide: Incorporation of Companies in Singapore.

2. Legal requirements and procedures
Applicants must submit their company’s constitution to ACRA via BizFile+, which include the following details:

  • Company name
  • Number of members
  • The dollar value individual members have guaranteed to pay in the event of winding up
    Objectives
  • A statement that the liability of members is limited; and
  • At least 3 persons acting as trustees with 2 Singapore citizens or permanent residents

At the time of registration with ACRA, CLGs may be required to apply for licences. CLGs may apply for licences via GoBusiness.

Applicants must also appoint an auditor within 3 months of incorporation and select a company secretary within 6 months of incorporation. Other statutory requirements to comply with include:

  • Holding annual general meetings and conducting yearly audits
  • Filing annual returns with ACRA 7 months after the financial year-end
  • Filing tax returns every 15th December; and
  • Complying with the public disclosure obligations and statutory regulations imposed by the Singapore government

If a company’s annual taxable supplies surpass $1 million, the company must register for GST.

 

Applying for charity status

Charity status allows a CLG to be income tax-exempted. The criteria stipulated by the Commissioner of Charities have to be met to apply for charity status. Notably, the activities undertaken by the company must be charitable and targeted towards helping the needy.

Application for charity status must be made to the Commissioner of Charities within 3 months of CLG establishment via the Charity Portal.

 

Require help in setting up a CLG?

Please leave us a message here, and our team at TnB Global Outsource will get back to you ASAP!

Leave a Reply

Your email address will not be published.

error: Content is protected !!

Schedule A Call Back

Fill up the details, our team will contact you within 48 hours.

Declaration of Eligibility and General Declaration

The OCBC Start Digital Pack is supported by Enterprise Singapore (“ESG”) and the Info-communications Media Development Authority (“IMDA”) and is offered by Oversea-Chinese Banking Corporation, Limited (“OCBC”) to its business banking customers.

You must meet the following criteria (“Eligibility Criteria”) to be eligible for the OCBC Start Digital Pack:

  1. Registered and incorporated in Singapore with a valid UEN issued by ACRA for the following business entity types: Sole Proprietorships, Partnerships, Limited Partnership, Limited Liability Partnership and Companies;
  2. At least 30% local shareholding;
  3. Group annual sales turnover of not more than $100 million OR Group employment size of not more than 200 employees;
  4. First time applicant to the Start Digital Pack (each business can sign up for only one Start Digital Pack across the Start Digital partners);
  5. Must not be an existing user of Quickbooks;
  6. Have an active business current account with OCBC.



To OCBC:

  1. We declare that as at the date of this form, we have met the Eligibility Criteria and that the information provided in this form is true and accurate in all respects.
  2. We confirm that we would like to apply for the OCBC Start Digital Pack, and we acknowledge and agree that:
    1. OCBC may supply any governmental agency (including, without limitation, ESG and IMDA) with documents and information relating to us or provided by us (including contact information) for purposes in connection with our application for the OCBC Start Digital Pack (Quickbooks);
    2. ESG and IMDA may use our information provided by OCBC to contact us to verify our application for the OCBC Start Digital Pack:
    3. we will supply and/or provide any information and/or documentary proof as OCBC may require from time to time and such information and documents shall thereby become and remain the property of OCBC;
    4. we will indemnify OCBC immediately on first written demand for any losses, damages, liabilities, claims, expenses, fees and costs that may be incurred or suffered by OCBC as a result of or in connection with (i) our failure to satisfy or comply with any of the Eligibility Criteria; (ii) us providing any declaration, information and/or document which is not true and/or accurate; or (iii) us not complying with any of the terms below;
    5. OCBC does not own or provide the TNB Global Outsource Pte. Ltd., or Quickbooks services to us. No warranty of any kind, including without limitation of merchantability, satisfactory quality, fitness for a particular purpose, freedom from malicious code, or non-infringement of third party rights is given in conjunction with the OCBC Start Digital Pack, and OCBC shall not be liable for any loss and/or damage suffered or incurred by or in connection with the use thereof;
    6. we have read, understood and accepted the terms and conditions set out on OCBC’s website (at https://www.ocbc.com/business-banking/accounts-and- services/start-digital/). OCBC reserves the right to update, amend or change the terms and conditions from time to time without our consent;
    7. the OCBC Start Digital Pack is subject to any terms and conditions imposed by ESG and IMDA and we have agreed to, and shall comply with, the same.


Terms and Conditions of OCBC Start Digital Pack

To TNB Global Outsource Pte. Ltd. (“TnB”):

By submitting an application, we acknowledge and agree that:

  1. the information provided in this form is true and accurate in all respects;
  2. we understand that TnB is an authorised reseller of Quickbooks by Intuit Inc. (“Quickbooks”), and TnB will be setting up our Quickbooks accounts with respect to this application;
  3. TnB may (a) share information with OCBC relating to us or our Quickbooks accounts, and (b) send us promotional collaterals relating to our business;
  4. we authorise TnB to set up, activate and access our Quickbooks accounts and we will bear the fees and charges imposed by TnB for services rendered which are not included in the OCBC Start Digital Pack;
  5. the OCBC Start Digital Pack is only valid for OCBC business banking customers who meet the Eligibility Criteria. In the event we are determined by OCBC and/or TnB in their sole and absolute discretion to not be eligible, (a) we will pay to TnB the fees and charges listed on (https://tnbgo.com/grant/ocbc-start-digital/) (“the TnB website”) for any service(s) already provided, and (b) we will be required to reimburse OCBC for all expenses incurred as a result of this application;
  6. any payments relating to the OCBC Start Digital Pack must be made via an OCBC Business Debit Card issued to us;
  7. fees will be paid directly to TnB and OCBC will not be liable for any payment.
  8. we will subscribe to the OCBC Start Digital Pack for a minimum period of 18 continuous months at the fees stated herein. Thereafter, the fees payable will follow that as listed on the TnB website;
  9. in the event of any cancellation request, we will notify TnB in writing (by letter to its registered office or email to the person-in-charge) with a notice period of 1 month. Any refund of any unutilised part of the subscription will be refunded back to us by TnB by bank transfer within 4 weeks of the date of such notice.
  10. we agree that, notwithstanding anything to the contrary, if we fail to satisfy or comply with any of the Eligibility Criteria; or any declaration information and documents given by us are not true or accurate; or we do not comply with clause (ix) above, TnB reserves the right to terminate the package without our notice;
  11. we have read, understood and accepted TnB Terms and Conditions (/https://tnbgo.com/privacy-policy-2/). TnB reserves the rights to update the Terms and Conditions from time to time without our consent;
  12. we have read, understood and accepted the Intuit Terms of Service (https://quickbooks.intuit.com/sg/terms-of-service) and Privacy Policy (https://www.intuit.com/privacy).

 

×