Comparison Table Between Society And Company Limited By Guarantee
| Society | Company Limited by Guarantee (“CLG”) | |
| Membership | Minimum 10 members.[1] | Minimum 1 member.
Minimum 3 members for charities. |
| Liability of members | A society is not a separate legal person from its members. However, a society may sue and be sued in its own name.[2]
Members do not enjoy limited liability; are potentially liable for the full extent of the society’s liabilities. |
CLG is a separate legal person from members.
Members of the CLG enjoy limited liability; are only liable to contribute a specified maximum guaranteed sum to the debts (contractual or judgment) of the CLG, which would typically be a nominal sum.[3] |
| Liability of governing body | Office bearers owe fiduciary duties to the society’s members.
Office bearers may also be personally liable for tortious acts that they do as directors. Office bearers or stipulated persons hold the society’s property on trust for the society’s members.[4] |
Directors owe fiduciary/director duties to CLG.
Directors may also be personally liable for tortious acts that they do as directors. |
| Directors / Office bearers | Minimum 3 office bearers: president, treasurer, secretary.[5]
Charity: minimum 3 governing board members. Minimum 2 of the 3 are Singapore resident directors; 10 directors for large charities (i.e. charity receives >$10m receipts in 2 FYs preceding current FY). |
CLG: minimum 1 Singapore resident as director and 1 Singapore resident as company secretary.
Charity: minimum 3 governing board members. Minimum 2 of the 3 are Singapore resident directors; 10 directors for large charities (i.e. charity receives >$10m receipts in 2 FYs preceding current FY). |
| Tax (absent Charity / IPC status) | Prevailing corporate tax rate
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Prevailing corporate tax rate
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| Regulatory compliance (absent Charity / IPC status) | Annual returns required to be lodged – accounts lodged with annual returns need not be audited by qualified company auditors if the society’s gross income or expenditure of the society exceeds $500,000.[6]
AGMs are held in accordance with society’s constitution. |
Annual audited accounts required to be lodged.
Company’s auditor must be appointed annually. AGMs must be held annually.
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[1] Section 2 of the Societies Act (Cap. 311).
[2] Pursuant to s 35(1)(b) of the Societies Act (Cap. 311).
[3] Section 250(1)(e) of the Companies Act (Cap. 50).
[4] Section 35(1)(a) of the Societies Act (Cap. 311).
[5] Implicit in Rules 3(2)(a), 7(1) of the Societies Regulations.
[6] Rule 4(1)(b)(i) of the Societies Regulations.