Company Limited by Guarantee Annual Return: Confirming Your Member Count From 20 October 2026

Short answer: From 20 October 2026, whoever files a company limited by guarantee annual return must confirm that the total number of members last given to ACRA through Bizfile is accurate. If the number is wrong, correct it first, then file. A change in member numbers must be notified to ACRA within 14 days.

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What changed for a company limited by guarantee annual return on 20 October 2026?

Every company filing an annual return must now confirm that the latest particulars on ACRA’s records are accurate, and a CLG has one extra confirmation about members. ACRA’s announcement of 6 October 2026 says that for companies limited by guarantee, filers will need to confirm that the total number of members last provided to ACRA through Bizfile is accurate.

The same announcement says the filer must also confirm particulars for directors, chief executive officers, secretaries, auditors and relevant members, and answer a new question on whether anyone performs the role of Chief Executive Officer. We cover the officer side in our guide to the annual return from 20 October 2026 and the CEO declaration. This article deals with the member count only.

ACRA tells companies and authorised filers to review their records in Bizfile and update any particulars before submitting the annual return. For a CLG, that means the member count is checked before you click submit, not after.

What does “total number of members” mean for a CLG?

A CLG has members instead of shareholders, and its constitution states the number of members the company was registered with. Section 22(1)(e) of the Companies Act 1967 requires the constitution of an unlimited company or a company limited by guarantee to state the number of members with which the company is applying to be registered.

The figure ACRA holds is therefore not an opening snapshot that can be left alone. Section 22(1AA) requires the company to notify ACRA when that number changes. The new annual return confirmation is a check that those notices have actually been filed, so that the number on ACRA’s record matches the number of people who are members today.

Members of a CLG do not hold shares. Each undertakes to contribute a specified amount (the guarantee) if the company is wound up while they are a member or within one year after they cease to be one, as section 22(1)(c) provides. For background on how a CLG works, see our explainer on the public company limited by guarantee.

How do you check and correct the member count before filing?

Compare your own register of members with the number shown in Bizfile, resolve any difference, and only then open the annual return. A practical order of work is below.

1. Print or export the current register of members, showing each member’s name, address, date of joining and, for former members, date of leaving.
2. Count the current members as at the date you intend to file, and reconcile the count to the last membership minutes or approval records.
3. Check the number of members currently shown on ACRA’s records in Bizfile.
4. If the numbers differ, find out which changes were never notified, then lodge the notice of change in the prescribed form. Ask your corporate secretary to confirm the correct Bizfile transaction before you submit.
5. Complete the annual return and confirm the member count only when it matches your register.

If an earlier filing recorded the wrong figure through a clerical error, you may also be able to ask the Registrar to rectify it. Section 12C of the Companies Act lets an officer notify the Registrar of an error in a document filed, and the Registrar may rectify typographical or clerical errors. The decision is final, so use this route for genuine slips only. See also our evidence checklist for an annual return where the data is wrong.

When must a change in the number of members be notified to ACRA?

Within 14 days after the change occurs. Section 22(1AA) of the Companies Act 1967 applies to a company that has stated its number of members in its constitution, which includes a CLG. Missing the deadline is an offence under section 22(1AB).

Where a CLG gains and loses members every week, the practical question is whether you can really notify within 14 days of each change. Many clubs and associations decide in their constitution which categories count as members (for example, voting full members) and which are only subscribers or supporters. Check your constitution before deciding who is counted.

What registers should a CLG keep to track its members?

A public company, which is how ACRA’s annual return form describes a CLG, must keep a register of members. Section 190(1) of the Companies Act requires the names and addresses of the members, the date each person was entered as a member, and the date any person who ceased to be a member during the previous 7 years ceased to be one.

Section 190(5) also requires an index of members where a public company has more than 50 members, unless the register itself works as an index, and any alteration must be reflected within 14 days. Default is an offence under section 190(7), with a fine of up to S$1,000 and a default penalty.

For a private company the position is different: under section 196A the Registrar keeps and maintains the electronic register of members. If you are unsure whether your CLG is private or public, check the company type shown on your ACRA business profile. Our group’s guide to setting up and running a CLG explains the main compliance duties.

What is the annual return timeline for a CLG?

The annual return follows the AGM. A non-listed company must hold its AGM within 6 months after the financial year end and lodge its annual return within 7 months after the financial year end.

For example, a CLG with a 31 March financial year end should hold its AGM by 30 September and lodge its annual return by 31 October of the same year. Dates for a company with a different year end are set out in our annual return guide.

The annual return itself is filed through Bizfile. ACRA’s steps page says a CLG states whether it is active or dormant, then completes the AGM, financial statement and register information sections that apply to every company type. Read the official steps to file an annual return before you start.

How can clubs and associations keep the member count reliable?

Set one owner for the register and a fixed rhythm for updating it. The legal duty sits with the company and its officers, but the data usually starts with a membership administrator.

• Name one person responsible for the register, with a deputy.
• Admit and remove members only by a recorded decision under the constitution, with the effective date minuted.
• Reconcile the register to the Bizfile figure each quarter, and again before the AGM.
• Keep the notice of change as a standing task, triggered by each admission or cessation.
• Agree in advance who is authorised to file in Bizfile, and that the confirmation is only made after the reconciliation is signed off.

Charities, societies and professional bodies set up as CLGs should also review their AML and CFT responsibilities. See our note on AML and CFT for a company limited by guarantee.

What does the company secretary prepare, and what does the board decide?

The company secretary reconciles the register to Bizfile, prepares any notice of change in member numbers, and prepares the annual return for the authorised filer. The board decides who is admitted or removed, approves the AGM and the financial statements, and remains responsible for the accuracy of the confirmation given. Where a dispute about membership may need a court order, such as an application to rectify the register, proceedings are conducted by a Singapore Advocate and Solicitor, not by a corporate service provider.

What are the common mistakes?

• Confirming the member count without comparing it to the register.
• Treating admissions at a general meeting as complete without lodging the section 22(1AA) notice.
• Counting supporters, donors or associate members who are not members under the constitution.
• Leaving the correction until after the filing deadline, when late lodgement penalties may apply.
• Assuming a change of address is a change in the number of members.

Frequently asked questions

Does the new member-count confirmation apply to every company?

No. ACRA’s announcement states it for companies limited by guarantee. Other companies confirm particulars for officers and relevant members as described in the announcement.

Can I file the annual return first and correct the member count later?

You should not. ACRA says to review records in Bizfile and update particulars before submitting. Confirming a figure you know is wrong is the risk to avoid.

How quickly must we notify ACRA when a member joins or leaves?

Within 14 days after the change, under section 22(1AA) of the Companies Act 1967. Failure is an offence under section 22(1AB) carrying a fine of up to S$2,000 and a default penalty.

What if our member count has been wrong for years?

Reconstruct the register from your membership records, identify each unnotified change, and lodge the notice before filing the annual return. Late lodgement of the annual return itself is penalised separately, so file promptly once the record is correct.

Can we get more time to file the annual return?

ACRA lets companies apply for up to 60 extra days to file an annual return, at S$200 per application. The application should be made before the deadline passes.

Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.