PACRA has been established in Singapore as a company limited by guarantee and has the status of a non-profit organization¹.
The following sections provide an overview of the structure of PACRA.
What is a Company Limited by Guarantee²?
- A public company limited by guarantee is one which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, charity etc.
- The company has no share capital.
- A company limited by guarantee has members, rather than shareholders, the members of the company guarantee/undertake to contribute a predetermined sum to the liabilities of the company which becomes due in the event of the company being wound up. The sum set aside as guarantee may be as low as SGD 1.
- A Singapore company setup as a public company limited by guarantee must include the suffix "Limited" in its name. However after incorporation, the company may apply to Singapore authorities for the removal of the word "Limited" from its name. One condition of this exclusion is that the company does not distribute profits.
- A company limited by guarantee is a legal entity which exists in its own right in the eyes of the law, separate and distinct from the individuals who are involved in it. A company is like a person in law. It can sue, or to be sued, in its own name; it can enter into contracts, and can own property all in its own name.
Memorandum & Articles of Association
In compliance with the requirements of the Accounting and Corporate Regulatory Authority (ACRA) of Singapore (governed by the Singapore Companies Act), PACRA has a formal document entitled Memorandum & Articles of Association. Singapore Company Incorporation law provides a mechanism by which participants can agree upon the basis on which various things connected with the ongoing operation of the company will be carried out. This is done through the company's constitutional documents - Memorandum and Articles of Association.
Memorandum and Articles of Association (MAA) is a key document of the Singapore company incorporation process. It sets out the key characteristics of the entity that has been incorporated. The Articles of Association set out how the company is internally regulated. All companies must have a set of Articles of Association. The Memorandum and Articles of Association are meant to complement each other. Where there is a conflict, provisions in the Memorandum will prevail over those in the Articles³.
Board of Directors
PACRA has a Board of Directors who will operate in accordance with the Articles of Association. A Chairman has likewise been appointed in compliance with the Articles of Association.
PACRA operates to the highest ethical standards and as such, complete transparency will be an integral part of its operations. In accordance with Article 65 of the Articles of Association, all PACRA Directors “shall declare the nature of any interest in accordance with the provisions of the Act”.
In compliance with Accounting and Corporate Regulatory Authority (ACRA) of Singapore, each Director shall submit and maintain up-to-date:.
- Director's Disclosure of Interest in Transactions - Section 156(4) of the Companies Act, Cap. 50 (the "Act").
- Director's Disclosure of Interests - Section 165(1)(a)/Section165(1)(b) of the Companies Act, Cap. 50 (the "Act").
The PACRA Council may be likened to a ‘parliamentary type’ structure.
As defined in Article 2 (11) of the Articles of Association, the PACRA Council is defined as:
“The main body that interfaces between the Members and the Board of Directors. The PACRA Council Members look after the interests of the members within their defined geographical remit and represent their region to ensure that PACRA remains a truly balanced Pan-Asian organization”
As defined in Article 2 (12) of the Articles of Association a PACRA Council Member is defined as:
“An individual who is initially appointed by the Board who represents the members within their geographical region. PACRA Council Members will be subsequently elected by members with their region and will in turn elect the Board of Directors at the end of each term”
The term PACRA Council Member is synonymous with the term PACRA Regional Director.
- A nonprofit organization (abbreviated NPO, also not-for-profit) is an organization that does not distribute its surplus funds to owners or shareholders, but instead uses them to help pursue its goals.
[Sourced 28 November 2009]
- Guide Me Singapore
[Sourced:15 August 2014]
- Guide Me Singapore
[Sourced: 15 August 2014]