A CLG or Society or Trust

​​Still haven’t made up your mind? This table gives an overview of comparisons between the three legal structures.

Characteristic Society Public Company Limited by Guarantee (CLG) Charitable Trust

Separate Legal Entity
(affects Liability below)

No. Societies are not separate legal entities from their members.

Yes. CLGs are separate legal entities.

No.

Liability of the Members

Full liability. All members may be personally liable (ie, incur financial losses) for any liability incurred by the society.

Limited liability. The liability of members is limited to such an amount as they had guaranteed/undertaken to contribute to the assets of the company in the event that it is wound up.

Full liability. All legal liabilities will be borne by the trustees as a trust is not a separate legal entity.

Registration

A society must register with the Registrar of Societies under the Societies Act.

A CLG must be registered (ie, “incorporated”) with the Accounting and Corporate Regulatory Authority of Singapore (ACRA).

A charitable trust is formed after

application to the Minister for a

certificate of registration of the

trustees as a corporate body

under the Trustees Act.

Place of Business

Has to be a specified place where the records and books of accounts of a society are kept.

Has to be a registered office within Singapore to which official correspondence ​addressed to the company will be sent, usually at the Company Secretary’s office.

N.A.

Main Documentation required
[more detail in Setting Up Your Legal Structure]

A Constitution to govern the society which establishes its aims and objects, various rules, qualification for any office and so on.

A Memorandum & Articles (M&A) setting out the objects of the company, the management, the amount each member undertakes to contribute in the event of winding up, etc.

A trust deed stating the trustees, the charitable intentions of the trust, the framework within which

the trustees must operate, etc.

Annual General Meeting

AGMs are held in accordance with the provisions in the society’s own Constitution.

AGMs must be held by the company for all its members.

N.A.

Members and Management Committee

Should have 10 or more persons in the society. No particular qualifications for office-bearers apart from those in the society’s Constitution.

Company must have at least one director who must be ordinarily resident in Singapore, and has to appoint a company secretary residing locally who is qualified under the Companies Act and an auditor after incorporation.

Board of trustees, consisting at

least of 3 persons, control the

charitable trust.

Statutory Reporting Requirements

Societies are generally more flexible as they are self-regulating, but they have to abide by the rules of their Constitution and of the Societies Act.

  

 

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