On the Board of a Company Limited by Guarantee? Here's What Changed in SSM's Latest Guidelines

Do you sit on the board of a company set up for charity, religion, education, sports, the arts or promoting trade and industry? Or look after its accounts?

Then you are likely dealing with a company limited by guarantee (CLBG). SSM's revised Guidelines on Companies Limited by Guarantee take effect on 11 November 2026, replacing the 14 July 2026 version.

So, what has changed for you?

If you are a director: you still cannot receive any fee, salary or fixed allowance from the CLBG without SSM's approval, and the CLBG must be at least 2 years old. What is new: the CLBG can apply to SSM to change the 2 year period. If SSM is satisfied with the CLBG's grounds, it can change the period and add conditions.

If you handle the finances: keeping bank statements as evidence of donations and contributions given or received has changed from "should" to "shall". It is now a must.

If the CLBG owns land: the guidelines now state clearly that charging, mortgaging, leasing, selling or transferring land without SSM's prior approval is a breach, and so is not following the land holding licence.

What else should directors and finance teams keep in mind?

Approved director pay cannot exceed 30% of the CLBG's current assets, and the CLBG must still be able to pay its debts for the next 12 months.

Changing the constitution, appointing a new director, collecting donations from the public or setting up a subsidiary all need SSM's approval first.

Every fund, donation or contribution given or received must be listed with names, addresses, amounts, dates and supporting records, and SSM may ask for financial information at any time.

In simple terms, directors may get some flexibility on the 2 year rule, while the finance side carries stricter record keeping.

For boards and finance teams, it may be worth checking that bank statements and donation records are complete before SSM asks.

If you need help with statutory compliance or keeping financial records in order, our Corporate Secretarial and Financial Operations Support teams can assist. Feel free to WhatsApp us at 010-246 2151.