Public company limited by guarantee
A public company with no share capital and no shareholders. Its members promise to pay a set amount if it is wound up, and charities, associations and non-profits use it.
- Entiva fee to form
- $1,419
- Government fees to form
- S$315
- Run plan
- $99 a month
- Steps to form
- 11
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act 1967.
Who it suits
- Charities, associations and non-profits.
- Organisations whose members guarantee a set amount instead of holding shares.
Key facts
- Liability
- Members guarantee a set amount if it is wound up
- Share capital
- None
- Local director
- At least one, ordinarily resident in Singapore
- Secretary
- Qualified under section 171(1AA)
- Annual meeting (AGM)
- Within 6 months of year end
- Annual return
- Within 7 months of year end, with PDF accounts
- Accounts format
- PDF only, not XBRL
- Statute
- Companies Act 1967
What the law requires.
7 rules, each in plain words.
At least one director who lives in Singapore
As for private companies, ACRA (the business registry) counts citizens, permanent residents, and Employment Pass, Personalised Employment Pass or ONE Pass holders as local.
A registered office in Singapore, not a P.O. box
From 20 Oct 2026: records open to inspection at least 2 hours each relevant business day after reasonable notice. Until 19 Oct 2026: open to the public at least 3 hours.
A secretary qualified under section 171(1AA)
A company limited by guarantee is a public company, so the secretary must meet the public company qualifications.
An annual return with PDF financial statements
Within 7 months of year end, with a PDF of the statements authorised by the directors. Companies limited by guarantee are excluded from XBRL.
An annual general meeting (AGM) each year
Within 6 months of year end.
Member count and officer details confirmed in the annual return
From 20 Oct 2026 the annual return confirms the member count and the officer particulars on ACRA's records.
Charity rules may also apply
Charity registration and Commissioner of Charities rules sit outside ACRA.
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Reserve the company name
ACRA charges S$15 and holds an approved name for up to 120 days.
- 2Register the company with ACRA
Entiva files on Bizfile, ACRA's online filing service, for a public company with no share capital. ACRA charges S$300.
- 3Set up the registered office address
Entiva supplies the Singapore address and keeps it compliant with ACRA's opening or inspection rule.
- 4Open the controller and nominee registers
Controller and nominee details go to ACRA's central registers, unless the company is exempt.
- 5Appoint a resident director if neededOnly if needed
Only needed if no director is ordinarily resident in Singapore. Filed within 14 days.
- 6Set up Corppass for government services
Corppass is the company's digital ID for ACRA, IRAS (the tax authority) and other government e-services. Apply from one day after ACRA issues the UEN, the registration number.
- 7Appoint a qualified company secretary
The secretary must meet the section 171(1AA) qualifications.
- 8Appoint an auditor
The small-company audit exemption is for private companies only.
- 9Register as a charity if eligible
Within 3 months of establishment, if the organisation meets the charity requirements.
- 10Apply for IPC status (optional)
An Institution of a Public Character (IPC) can receive tax-deductible donations.
- 11Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
Documents
8- Constitution: the Model Constitution or a custom one
- Form 45: each director's consent to act and non-disqualification statement
- Form 45B: the secretary's consent to act
- Evidence that the secretary meets the section 171(1AA) qualifications
- Application form for registration as a charity
- Signed governing instrument, for a charity
- Two-year activities and fund disbursement plan, for a charity
- ACRA notice of successful incorporation
Who takes part
5- Every director verifies their identity and signs Form 45 personally
- The secretary lives in Singapore, is verified and signs Form 45B personally
- Anyone with significant control is verified and signs a dated confirmation
- A company, LLP or trust member is verified, with its directors and beneficial owners
- Each governing board member of a charity makes an eligibility declaration
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- Prepare the financial statements and directors' statement
Ready for the AGM
- Arrange the audit
Every year, unless the company is dormant
- Hold the annual general meeting
Within 6 months after year end
- File the annual return
Within 7 months after year end; confirm member count from 20 Oct 2026
- File the financial statements as a PDF
With the annual return, authorised by the directors, no XBRL
- File the annual charity submission
Within 6 months after year end
- Report tax-deductible donations (IPCs)
Last day of January each year, if the charity is an IPC
- File Estimated Chargeable Income (ECI), a tax estimate
Within 3 months after year end, unless waived
- File the corporate income tax return with IRAS
30 November each year
- Send the yearly controller confirmation notices
Every year, unless exempt
- File the GST return
1 month after each accounting period, if GST registered
- File employees' income records with IRAS
1 March each year, if there are employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Remove a director or record a resignation
- Appoint a new qualified secretary
- Record that an auditor has stopped acting
- Update the register of controllers
- Move the registered office
- Change the company name
- Drop 'Limited' from the company name
- Change the constitution
- Change the financial year end
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Charity dissolution with strike-off
The organisation's funds are disposed of as its constitution requires.
- 1
Notify the Commissioner of Charities within 7 days of the resolution
- 2
Cancel the GST registration
- 3
File the final GST return
- 4
Apply to strike the company off the register
- 5
ACRA publishes official Gazette notices; 60 days for objections
Members' voluntary winding up
The company is solvent.
- 1
Notify the Commissioner of Charities
- 2
Lodge the directors' declaration of solvency
- 3
Lodge the winding-up resolution and publish notices
- 4
Appoint the liquidator
- 5
File the liquidator's accounts
- 6
File the return of the final meeting
- 7
Dissolution follows 3 months after lodgement, unless a court defers it
Creditors' voluntary winding up
The company is insolvent.
- 1
Swear and lodge the declaration of inability (Form 65A)
- 2
Lodge the winding-up resolution and publish notices
- 3
Appoint the liquidator, who must be a licensed insolvency practitioner
- 4
Lodge the statement of affairs and creditors' meeting notice
- 5
File the liquidator's accounts
- 6
File the return of the final meeting
Amalgamation
Companies merge.
- 1
Amalgamate into one of the companies
- 2
Or amalgamate into a new company
Restoration
The company was struck off or dissolved and needs to be restored.
- 1
Apply to ACRA to restore the entity
- 2
Or apply to the High Court for restoration
- 3
Lodge the court order with ACRA
What Entiva does for you.
From the first filing to the last.
Public company limited by guarantee
- Files the incorporation of a company limited by guarantee on Bizfile and collects each director's Form 45.Formation
- Checks the board and purposes against the published charity criteria and prepares the application.Formation
- Tests the charity against the IPC criteria and prepares the IPC application.Formation
- Prepares and tracks the annual charity submission, due within 6 months of year end.Ongoing
- Files the annual return with the member count and a PDF of the financial statements.Ongoing
- Provides a Singapore registered office address and keeps it compliant with ACRA's rule.Formation
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$1,419one-off
- Government fees
- S$315
Steps marked only if needed are not counted.
Closing it
From $379
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Singapore
- Company secretary
- Arrange the audit
- Hold the annual general meeting
- File the annual return
- File the financial statements as a PDF
- File the annual charity submission
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register as a charity if eligible
- Apply for IPC status (optional)
- Register for GST if needed
- Prepare the financial statements and directors' statement
- Drop 'Limited' from the company name
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $1,419, one-off. Government fees are passed through at cost.
S$15 for every entity type, including VCCs.
S$300 registration, plus the separate S$15 name application.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
S$60 per filing. Late filing adds S$300 or S$600, applied automatically by Bizfile.
No separate fee; covered by the S$60 annual return fee.
Tax at the flat 17% rate is payable on assessment.
Tax at the flat 17% rate is payable on assessment, within 1 month of the Notice of Assessment.
Changes
Routine changes are included in the Run plan.
S$15 name application, non-refundable if rejected or withdrawn. Notice of resolution and entity-name update are S$0.
The table also lists a S$15 name application.
Closing it
Closing is a fixed-fee project, quoted before it starts.
S$20 per filing.
S$20 per filing.
Add S$15 if a new name is reserved. The S$300 registration fee applies only if the amalgamated company is new.
S$400 amalgamation registration, plus S$300 to register the new company and S$15 for the name application.
S$0 for the ACRA application.
S$0 for the ACRA lodgement.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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