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Ways of incorporation for Singaporean Associations

The increasing trend in Singapore is for associations and other not-for-profit organisations to be set up as companies limited by guarantee.

An association in Singapore can be set up as a Company Limited by Guarantee (“CLG”) under the Companies Act or a society under the Societies Act. While historically, associations used to be set up as societies, the increasing trend in Singapore is for associations and other not-for-profit organisations to be set up as CLGs instead.

CLG associations are able to hold assets directly in their own name without the need for trustees, and can more easily carry out commercial operations.

Arguably, a CLG is better able to have members delegate powers to its board of directors and for the board to delegate responsibility to management. Conversely, the members of a society have greater power and control over the affairs of the society than the members of a CLG.

While a CLG is subject to ongoing public disclosure requirements and greater annual reporting requirements, these are not particularly onerous.

We set out in the table below, a comparison of the salient features of a registered society and a CLG:-

 CLGRegistered Society

Governing legislation

Companies Act (Cap. 50)

Societies Act (Cap. 311)

Regulating authority

Accounting and Corporate Regulatory Authority (“ACRA”)

Registrar of Societies (“ROS”)

Registration requirements

  • At least one initial member and at least one director who is ordinarily resident in Singapore

  • Members undertake to contribute a predetermined sum to the liabilities of the company which becomes due in the event of the company being wound up (can be as low as SG$1)

  • Any 10 or more persons can register a society. Registration is generally automatic except for certain specified societies.

Constitutional documents

Memorandum and Articles of Association

Constitution - The ROS provides a suggested form of Constitution but parties may adopt their own Constitution.

Governing bodies

  • Board of directors and members in general meeting.

  • The board of directors has the authority to manage the day-to-day business of the CLG and can exercise all powers of the company except those that are expressly reserved to the member either under the Companies Act or under its Memorandum and Articles of Association.

  • The Companies Act prescribes a fairly short list of major items reserved to members (winding up of company, amendment of Memorandum and Articles of Association, etc).

  • Management committee and general meeting of members.

  • Management committee typically comprises of at least 3 key office bearers ie President, Secretary and Treasurer who should be Singapore Citizens or Singapore Permanent Residents.

  • Supreme authority of the members is vested in the general meeting of members.

Duties and liabilities of members of the governing body

Directors owe a duty of care and fiduciary duties to the CLG, which include a duty to act in the best interests of the company, duty to act for a proper purpose, etc.

No clear duties prescribed by law, although it would be expected that Committee Members act in the best interests of the society. Generally office bearers will be responsible in dealings with outside persons (for president), for record keeping (for Secretary), collecting and disbursing funds and keeping records of the same (for Treasurer).

Trustees holding immovable properties will owe fiduciary duty to the society.

Ongoing requirements

Audit- accounts need to be audited by external certified accountants

Annual general meetings required. Information relating to directors and personal particulars of officers also have to be provided to ACRA.

Audit- proper accounts and records to be kept. External auditor required where the gross income or expenditure of the society exceeds $500,000 in that financial year.

Annual general meetings also required.

Legal personality

Members’ liabilities

  • Has a separate legal personality, and members are generally not liable for liabilities of the company (other than to contribute the “guaranteed amount”)

  • Able to enter into contracts with other parties in its own name

 

  • No separate legal personality although it may sue or be sued in its registered name

  • Will need trustees to hold property on its behalf

  • Judgements against a society can only be against the property of the society ie members of the society are generally not liable for obligations of the society, save in certain exceptions.

Amendment of constitutional documents

Members may by special resolution alter its memorandum and articles of association (approval of ACRA not required)

Members need to seek ROS approval to amend its Constitution

Dissolution

  • By way of voluntary (by members) or involuntary (by a court) winding up; or dissolution by the ACRA striking the company off its register

  • Voluntary dissolution in accordance with the society’s rules

Abdul Jabbar is Equity Partner at Rajah & Tann LLP, Singapore. He holds a LLB (Honours) & NUS Diploma in Islamic Banking & Finance. Abdul can be contacted at abdul.jabbar@rajahtann.com

This article first appeared in Associations, Edition 26 – September 2010

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