Definition of a Public Company Limited by Guarantee

• It is a separate legal entity, separate and distinct from the individuals who are involved in it and enjoys the same rights that a private limited company may have in accordance with the Companies Act, Cap 50.
• It does not have a share capital.
• It has members who will undertake to contribute a minimum amount of S$1.00 to the liabilities of the Company in the event the Company is wound up.

Pros and Cons

• Exempt from income tax if surplus funds are from members’ contributions.
• Can apply to be registered as a charitable organisation or institute of public character.
• Subject to more annual disclosure obligations and reporting requirements.
• Professional assistance required for incorporation and ongoing statutory compliance

Requirements

• Must have at least 1 local resident director, 1 member, and qualified Company Secretary.
• Must have a customised Memorandum & Articles of Association setting out the objects and by-laws.
• Must submit audited financial statements annually unless it is dormant.
• Must hold annual general meetings and subsequently lodge annual returns with the Accounting and Corporate Regulatory Authority of Singapore.