Company Limited by Guarantee Members: How to Admit and Remove Them in Singapore

Short answer: A company limited by guarantee admits and removes members under its own constitution, because it has no shares to buy or sell. The board or the body named in the constitution decides, the decision is minuted, the register of members is updated, and the change is reported to ACRA through Bizfile, generally within 14 days.

Company limited by guarantee members join and leave in a very different way from the shareholders of a Pte Ltd company. Nobody transfers shares, so there is no instrument of transfer or stamp duty step. Instead, the constitution sets who may apply, who approves, what the member promises to contribute and how a membership ends. Because ACRA now asks a filer to confirm the member count in the annual return, the paperwork behind each admission and removal matters more than it used to. This guide sets out the practical sequence for a Singapore guarantee company, and where we could not confirm a detail from an official source, we say so.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

How do company limited by guarantee members differ from shareholders?

A guarantee company has members but no shareholders. Members do not buy shares; they promise to pay a set amount if the company fails, and that amount is set in the constitution.

ACRA’s guidance on share types and shareholding makes the same point: a member is a person whose name appears in the Electronic Register of Members, while a shareholder owns shares, and the two do not always overlap. In a company limited by guarantee there is no share capital, so membership is the only status that matters. ACRA’s page on choosing a company type lists the guarantee company as a public company suited to charities and non-profits.

Two consequences follow for day-to-day administration:

• There is no allotment or transfer. A person becomes a member because the company admits them under its constitution and records them, not because they paid for a share.
• Membership is personal to the member. Unless your constitution says otherwise, you should not assume it can be passed to someone else.

For background on how this structure is used, see our explainers on the public company limited by guarantee and on the difference between shareholders and members.

What does the constitution decide about admitting and removing members?

Almost everything practical. The constitution is the rulebook, so it is where you find who is eligible to join, who approves an application, what the guarantee is and how a person ceases to be a member.

ACRA says a constitution sets out the rules for running the company and the rights and responsibilities of its directors and members. Before you admit or remove anyone, read the clauses on the following points and note the exact wording.

If the rules are out of date, amend them first. ACRA’s page on updating company information says to pass a special resolution in a general meeting to approve a change to the constitution, then file a notice of resolution through Bizfile within 14 days, with a copy of the special resolution and the latest constitution.

How do you admit a new member to a company limited by guarantee?

You follow the admission procedure in the constitution, record the decision, enter the person on the register of members and report the change to ACRA. The order below is a practical checklist rather than a statutory form.

1. Receive a written application from the applicant, in the form the constitution requires, and confirm they fit a membership category.
2. Check identity and background. A guarantee company is often a charity, club or professional body, so run the same checks you would for any new relationship, and see our note on AML and CFT for a company limited by guarantee.
3. Have the approving body decide, and minute the decision with the date, the applicant’s full name and the category of membership.
4. Record the guarantee the new member gives, as set out in the constitution, and give them a copy of the constitution.
5. Enter the new member on the register of members, including their name, address and the date they were entered as a member.
6. Report the change to ACRA through Bizfile, and do it within 14 days of the change.
7. File the minute and application in the company records, so the register and the paperwork can be matched at annual return time.

On step 6, ACRA’s guidance on company registers says that when you file changes through Bizfile the electronic registers update automatically, and that you must update changes within 14 days. We have not found an ACRA page that sets out the exact Bizfile transaction for a guarantee company’s membership change, so ask your corporate service provider to confirm the correct eService before filing.

How can a member leave or be removed?

There are four common routes: resignation, expulsion under the constitution, lapse under the constitution, and death or, for a corporate member, dissolution. Each has a different paper trail.

Whatever the route, record the date the person ceased to be a member, update the register and report the change to ACRA within the 14-day window. If the constitution provides a notice or hearing process for removal, follow it exactly. A removal that skips a step required by the constitution is the most common source of later disputes.

The constitution and the Companies Act together decide what a departing member remains liable for under the guarantee. We have not confirmed the statutory wording from the Act in this article, so do not release a member or tell them their guarantee has ended without checking the constitution and taking legal advice first.

What must you tell ACRA, and by when?

Tell ACRA through Bizfile, generally within 14 days of the change. ACRA says directors and secretaries must report changes to company information, officers and shareholders within 14 days to avoid penalties.

The annual return adds a second checkpoint. 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. That change took effect on 20 October 2026 with the second phase of the Corporate and Accounting Laws (Amendment) Act 2025.

In practice this means you should reconcile three things before filing the return: your own register, the minutes of admissions and removals, and the number shown in Bizfile. Our guide to the annual return member count covers that check in detail, and our explainer on the register of members shows what the register should contain.

What records should the company keep for each member?

Keep a register entry and a supporting file for every member, current or former. The register tells you who the members are; the file tells you why.

• The application form and the minute approving admission.
• The member’s name, address, category and the date they became a member.
• The guarantee amount recorded for that member under the constitution.
• Any resignation notice, removal notice or lapse evidence, with the date membership ended.
• A copy of the Bizfile acknowledgement for each change reported to ACRA.

ACRA’s announcement of 6 October 2026 also notes that companies must continue to make company records available for inspection in accordance with the law, and that a person wishing to inspect must give reasonable notice. Tidy records make that easier. For the wider picture on what a guarantee company must do each year, see our group’s setup and compliance guide, and our article on how a company limited by guarantee raises money.

What mistakes cause problems with membership records?

The usual errors are administrative rather than legal. Most can be avoided with a standing checklist.

• Admitting someone informally, for example at a committee lunch, without a minute or a register entry.
• Counting donors or event participants as members when the constitution does not.
• Removing a member without following the notice steps in the constitution.
• Updating the internal register but never reporting the change in Bizfile.
• Reporting the change late, after the 14-day window has passed.
• Confirming the member count in the annual return without reconciling it first.

Where a removal is contested, or a member claims they were never validly admitted, the question may need a lawyer and possibly a court. That is work for a Singapore law firm, and we can introduce one from our panel. For the routine filings and registers, speak to Raffles Corporate Services.

Frequently asked questions

Do members of a company limited by guarantee own shares?

No. ACRA describes a guarantee company as having no shareholders and no share capital. Members promise to pay a set amount if the company fails, and the amount is set in the constitution.

How quickly must we report a new or departing member to ACRA?

ACRA’s general guidance is within 14 days of the change, through Bizfile, to avoid penalties. Confirm the correct Bizfile transaction with your corporate service provider.

Can we remove a member without their agreement?

Only if the constitution gives the company that power, and only by following the process it sets out. If the constitution is silent or unclear, take legal advice before acting.

What changed on 20 October 2026 for guarantee companies?

The annual return now requires the filer to confirm that the total number of members last provided to ACRA through Bizfile is accurate, according to ACRA’s announcement of 6 October 2026.

Can the constitution be changed to make admission easier?

Yes, by special resolution in a general meeting, followed by a notice of resolution filed through Bizfile within 14 days, with a copy of the resolution and the latest constitution, as ACRA explains.

Is a guarantee company only for charities?

ACRA describes it as best suited to charities and non-profits, and our group’s guides cover other uses. See our guide on setting up a non-profit entity.

Last reviewed: 7 November 2026. The Editorial Team, Raffles Corporate Services.