Company Limited by Guarantee Audit in Singapore: Exemptions and Charity Rules

Short answer: Yes, a company limited by guarantee (CLG) usually needs an annual audit. The small company exemption in section 205C of the Companies Act covers only private companies, which a CLG without share capital is not. The main exemption left is the dormant company route in section 205B. Charity CLGs face extra reporting rules.

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Does a company limited by guarantee need an audit in Singapore?

In most cases, yes. The Companies Act audit requirements apply to a company unless a statutory exemption removes them. For a CLG, the exemption most owners expect to use, the small company exemption, is not available in the ordinary case, so the audit requirement stays.

A CLG is a company whose members undertake to contribute a fixed amount if it is wound up. It is common for non-profit bodies, associations, professional bodies and charities. If you are new to the structure, read our guide to the public company limited by guarantee first.

Why does the small company exemption not help a CLG?

Section 205C exempts a “small company” from the audit, but ACRA states that this exemption applies only to private companies. A CLG that is not a private company cannot use it, however small its income and assets are.

The reasoning has three steps, each checkable in the statute:

1. Section 205C(1) exempts a company that is a small company, and section 205C(5) sends you to the Thirteenth Schedule for the meaning of “small company” and “small group”.
2. ACRA’s guidance says the exemption is only for private companies. A private company is defined in section 4(1) by reference to sections 18 and 31 of the Act.
3. Section 18(1) allows a company having a share capital to be incorporated as a private company if its constitution restricts share transfers and limits members to 50. A CLG formed without share capital does not fit that route.

So the size tests (S$10 million revenue, S$10 million assets, 50 employees) are not the question for such a CLG. The question comes earlier: is the company private at all? Check the company type on its Bizfile profile, and read the Thirteenth Schedule on Singapore Statutes Online before relying on any exemption. Our article on small company audit exemption sets out the tests for companies that are private.

Can a dormant CLG skip the audit?

Yes. Section 205B exempts any company, whether private or public, that has been dormant from formation or since the end of the previous financial year. A company is dormant while no accounting transaction occurs.

The Act disregards certain routine items when judging dormancy, such as the subscribers taking their shares under the constitution, appointing a secretary or auditor, maintaining the registered office, keeping statutory registers and paying fees or penalties under written law. A CLG that still receives donations, pays staff or collects membership fees is not dormant.

Three conditions come with the exemption. First, the directors must give a statement with the annual return confirming that the company was dormant at year end, that no member notice was received and whether the accounting records were kept under section 199. Second, members holding at least 5% of the issued shares, or at least 5% of the members, can require an audit by written notice given no later than one month before the year end. Third, the exemption ends once a transaction occurs. For wider context, see our guide to the dormant company filing position.

ACRA also separates the audit from the preparation of accounts. Under ACRA’s filing guidance, dormant “relevant companies” that meet all the requirements of section 201A need not prepare or file financial statements. One test is that total assets did not exceed S$500,000 at any time in the year.

What extra audit rules apply if the CLG is a charity?

A charity CLG follows the Companies Act audit requirements, and it must also make annual submissions to the Commissioner of Charities. The Commissioner’s page states that if a charity is a CLG, its financial statements are audited based on the requirements under the Companies Act.

The Commissioner publishes tiered thresholds, which govern the minimum level of assurance for charities generally. They are useful to know because a board may meet them in conversation with funders and auditors, but a CLG charity cannot use the lower tiers to avoid an audit.

The Commissioner’s guidance adds several points for charities:

• The annual report, financial statements and Governance Evaluation Checklist go to the Commissioner through the Charity Portal within 6 months of the financial year end.
• Financial statements follow either the Financial Reporting Standards or the Charities Accounting Standard.
• A non-IPC charity with gross income and total expenditure not exceeding S$500,000 does not file the Online Financial Summary.

The Commissioner’s page carries a 2023 date, so confirm current thresholds on the Charity Portal before you plan. If you are still setting up, our guide on how to start a charity in Singapore covers registration.

What must a CLG file with ACRA?

A CLG files a PDF copy of its financial statements authorised by the directors, with its annual return. It does not file XBRL statements. ACRA’s filing guidance lists companies limited by guarantee in this category.

All financial statements filed as part of the annual return are available for public purchase, so a CLG should expect donors, regulators and journalists to read them. Annual return timing and the member-count confirmation are covered in our CLG annual return article and our annual return filing guide.

What does the company secretary prepare, and what does the auditor do?

The company secretary keeps the registers, convenes the meeting that receives the accounts and lodges the annual return. The auditor is independent and examines the financial statements. The directors remain responsible for the accounts.

Our team at Raffles Corporate Services prepares the resolutions, registers and ACRA filings. For a free checklist of company obligations, try the RCS free tools.

How should a CLG plan its audit calendar?

Work backwards from the filing and charity deadlines, and allow time for the auditor. This sequence suits most CLGs:

1. Confirm the company type and whether it is a charity, a dormant company or neither.
2. Appoint or reappoint the auditor early, and keep the resolution in the minute book.
3. Close the books soon after year end and reconcile bank, donations, grants and restricted funds.
4. Give the auditor the records, then review the draft statements and management letter.
5. Approve the financial statements at a directors’ meeting and hold the AGM.
6. Lodge the annual return with ACRA, and submit the charity annual report within 6 months of year end if the CLG is a charity.

What mistakes do CLGs make with audits?

Most mistakes come from assuming that a small or non-commercial company is exempt. The usual ones are:

• Applying the S$10 million small company test to a company that is not private.
• Treating a company as dormant while it still receives donations or pays fees that are accounting transactions.
• Missing the one-month deadline for a member’s notice requiring an audit of a dormant company.
• Assuming the Commissioner’s lower charity tiers excuse a CLG from the Companies Act audit.
• Filing XBRL where ACRA asks for a PDF copy, or the reverse.

Frequently asked questions

Can a company limited by guarantee be a small company for audit exemption?

Not in the ordinary case. ACRA says the small company exemption applies only to private companies, and section 18 of the Companies Act lets only a company having a share capital be incorporated as a private company.

Does a charity CLG need a full audit if its income is under S$250,000?

The Commissioner of Charities states that a charity that is a CLG has its financial statements audited under the Companies Act. The lower independent examination tiers are written for charities generally, so take advice before relying on them for a CLG.

What is the dormant company audit exemption?

Section 205B exempts a company that has had no accounting transaction since formation or since the end of the previous financial year. Members holding at least 5% can still require an audit by written notice before the last month of the year.

What financial statements does a CLG file with ACRA?

A PDF copy of the financial statements authorised by the directors. ACRA does not require XBRL from companies limited by guarantee.

When does a charity file its annual report?

Within 6 months from the end of the financial year, online through the Charity Portal, with the financial statements and the Governance Evaluation Checklist.

Who can tell me whether my CLG is exempt?

Your auditor or a Singapore Advocate and Solicitor can confirm the position on your facts. ACRA’s audit exemption guidance, ACRA’s filing requirements page and the Commissioner’s annual submissions page are the primary sources.

Last reviewed: 10 November 2026. The Editorial Team, Raffles Corporate Services.