Setting Up a Social Enterprise in Singapore: Pte Ltd or Company Limited by Guarantee, and raiSE Membership

Short answer: Singapore has no special legal form for a social enterprise. Most founders incorporate a private limited company (Pte Ltd) if they want investors and the option of dividends, or a public company limited by guarantee (CLG) if they want a non-profit structure that could later register as a charity. raiSE membership is a separate recognition open to ACRA-registered businesses.

Setting up a social enterprise in Singapore starts with a choice that has nothing to do with the words “social enterprise”: you pick an ordinary legal entity, write your social mission into its constitution and business model, and then decide whether to seek recognition from raiSE (the Singapore Centre for Social Enterprise) or charity status from the Commissioner of Charities. This guide compares the Pte Ltd and the CLG, mission clauses, tax against registered charities and Institutions of a Public Character (IPCs), and raiSE criteria.

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.

Is there a special legal form for a social enterprise in Singapore?

No. A social enterprise in Singapore is an ordinary business entity that has chosen to build a social mission into what it does; the law does not create a separate company type or register for it.

ACRA’s guide to choosing a company type lists seven company types: four private (including the exempt private company and the private company limited by shares) and three public (including the public company limited by guarantee, which ACRA describes as best for charities and non-profits). None is labelled “social enterprise”. The label comes from how the business operates and, for many founders, from raiSE membership.

Which structure suits a social enterprise: Pte Ltd, CLG, society or charity?

A Pte Ltd suits a trading social enterprise that wants equity investors; a CLG suits a mission-locked, non-profit model or one that may become a charity.

We do not repeat the CLG incorporation process here. For that, see our company limited by guarantee setup guide, our overview of CLG tax and compliance, and the key steps for incorporating a non-profit CLG.

CLG vs Pte Ltd for a social enterprise: what are the trade-offs?

The choice turns on money and control: a Pte Ltd can raise equity and return profits to owners, while a CLG gives up both in exchange for a non-profit character and a route to charity status.

• Funding. A Pte Ltd can issue shares to investors. A CLG has no share capital, so it relies on revenue, grants, donations and loans.
• Profit distribution. Pte Ltd shareholders can receive dividends. A CLG’s members do not buy shares; in ACRA’s description, they promise to pay a set amount if the company fails, and that amount is fixed in the constitution.
• Mission lock. Under section 26 of the Companies Act 1967, a company’s constitution, including its mission clauses, can generally be altered by special resolution, so a Pte Ltd’s mission is only as secure as its shareholders’ commitment. A CLG that obtains approval under section 29 must apply its profits to its objects and prohibit dividends, and the Registrar can attach conditions that must be inserted in its constitution.
• Compliance cost. A CLG is a public company, so it carries more governance formality than an exempt private company. Our packages page prices public company incorporation at S$650 and the public company annual corporate package at S$850, against S$450 and S$600 for a private company limited by shares.

What should a social enterprise constitution say about its mission?

The constitution should state the social objects clearly, say how profits are to be used, and make the mission harder to drop quietly.

• An objects clause naming the social purpose and the beneficiaries, for example inclusive employment of persons with disabilities.
• A profit-use clause. For a Pte Ltd, this might cap or condition dividends or commit a share of profits to the mission. For a CLG seeking section 29 approval, profits and other income must be applied to promoting the objects, with dividends to members prohibited.
• An entrenching provision under section 26A of the Companies Act 1967, so that the mission clauses can be changed only by a majority greater than 75% or when other specified conditions are met. It is easiest to include at incorporation: adding one later, or removing or altering it, needs the agreement of all members.
• An asset-lock clause on winding up. For a charity, the Charity Portal’s guidance on drafting the governing instrument says remaining funds and assets should go to registered charities (or IPCs, where the organisation is an IPC) with similar objectives.

A company that may later apply for charity status should follow the Charity Portal’s governing instrument requirements from the start: exclusively charitable purposes stated clearly, activities such as fund-raising placed in an incidental clause, at least 3 governing board members, and, for a CLG, a quorum of at least 3 (or at least half the board, if that is higher).

How is a social enterprise taxed compared with a registered charity or IPC?

A social enterprise that is not a registered charity is taxed like any other company. A registered charity gets automatic income tax exemption, and only organisations approved as IPCs can give donors tax deductions.

• Ordinary company (Pte Ltd or CLG). IRAS taxes companies at a flat 17% of chargeable income. IRAS confirms that all companies, including companies limited by guarantee, are eligible for the partial tax exemption under section 43 of the Income Tax Act 1947 unless they claim the start-up tax exemption. For a CLG, the start-up exemption’s shareholding condition is applied to its members instead.
• Registered charity. According to IRAS, from YA 2008 registered charities enjoy automatic income tax exemption under section 13(1)(zm) of the Income Tax Act and do not need to file income tax returns.
• IPC. An IPC is an organisation approved by the Commissioner of Charities to receive tax-deductible donations. Our glossary entry on Institutions of Public Character explains the status.
• GST. IRAS states that charities must register for GST if their annual taxable supplies exceed S$1 million, even if they are engaged mostly in non-business activities.

How do you set up a social enterprise in Singapore, step by step?

Choose the structure, write the mission into the constitution, incorporate with ACRA, then build the impact record that raiSE or charity applications need.

1. Define the social gap, the beneficiaries and how your products or services meet the need (raiSE calls this Intentionality).
2. Choose the entity: Pte Ltd for investor-backed trading, CLG for a mission-locked or future charity model.
3. Prepare the constitution with objects, profit-use, entrenching and asset-lock clauses. For a CLG, follow the steps in our CLG guides linked above.
4. Appoint directors, a company secretary and a registered office, then incorporate on Bizfile. Raffles Corporate Services can incorporate within 1 business day of receiving complete documents, subject to compliance checks.
5. Track financial and impact data (beneficiary hires, subsidies, staff strength, revenue) from day one.
6. After at least 3 months of creating and measuring impact, apply to raiSE for Social Enterprise membership. Before that, you can join the raiSE Impact Community.
7. If you chose a CLG with exclusively charitable purposes, apply for charity registration through the Charity Portal, and later for IPC status if you need tax-deductible donations.

After setup, our sister site Singapore Secretary Services covers ongoing company secretary duties, and our free tools help with filing deadlines.

What are the raiSE membership criteria in 2026?

raiSE membership is granted to ACRA-registered businesses that show three principles: Intentionality, Additionality and Proportionality. There are four categories, and only three of them count as social enterprises.

In raiSE’s terms, Intentionality is the deliberate integration of impact into the core business, Additionality is the processes and resources that deliver and measure that impact, and Proportionality compares impact outputs, such as beneficiaries employed, with business size, such as total staff strength. raiSE also looks for a sustainable business model with majority trading revenue. It recognises three impact areas: inclusive employment, inclusive products and services for beneficiaries, and capacity-building products and services for social organisations.

Applicants prepare their ACRA entity registration document, founder details, staff strength and revenue (including non-trading revenue), and 12 months of business and impact data based on their financial year. Emerging and Leading members pay a S$100 processing fee on confirmation and on each annual renewal, and raiSE indicates 4 to 8 weeks for processing. Check the current terms on raiSE’s membership page before applying. For background on the organisation itself, see our glossary entry on raiSE (Singapore Centre for Social Enterprise).

Frequently asked questions

Can a Pte Ltd company be a social enterprise in Singapore?

Yes. raiSE membership is open to ACRA-registered businesses, so a Pte Ltd can qualify if it meets the Intentionality, Additionality and Proportionality criteria. It cannot register as a charity, because a charity must be a CLG, society or charitable trust.

Can a CLG pay its members?

A CLG has no share capital, so there are no shareholder dividends. If it holds approval under section 29 of the Companies Act 1967 to omit “Limited” from its name, its constitution must apply profits to its objects and prohibit dividends to members.

Is raiSE membership the same as charity status?

No. raiSE membership recognises a business as a social enterprise and gives access to raiSE’s programmes and network. It does not give income tax exemption or let donors claim tax deductions; those come only from charity registration and IPC approval.

How long does raiSE membership take?

raiSE indicates 4 to 8 weeks for membership processing. You need at least 3 months of creating and measuring social impact to apply as a social enterprise; otherwise you are enrolled in the raiSE Impact Community. Membership is valid for one year.

Last reviewed: 27 October 2026. The Editorial Team, Raffles Corporate Services.