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... When directors need not lay financial statements before company The directors of a private company need not comply with the requirement in section 201 to lay before the company at its annual general meeting financial statements or consolidated financial statements of the company if the company need not hold an annual general meeting because of section 175A(1). 15/2017 Where the financial statements or consolidated financial statements are not laid before the company at its annual general meeting under subsection (1), the reference in section 207(1) to financial statements required to be laid before the company in general meeting is to be read as a reference to the documents required to be sent to persons entitled to receive notice of general meetings of the company under section 203(1). 15/2017 ...

... Registrar may require company exempt from audit requirements to lodge audited financial statements Despite sections 205B and 205C, the Registrar may, if he or she is satisfied that there has been a breach of any provision of section 199 or 201 or that it is otherwise in the public interest to do so, by written notice to a company exempt under either of those sections, require that company to lodge with the Registrar, within such time as may be specified in that notice — its financial statements duly audited by the auditor or auditors of the company or, where none has been appointed, an auditor or auditors to be appointed by the directors of the company for this purpose; and an auditor's report mentioned in section 207 in relation to those financial statements prepared by the auditor or auditors of the company. 36/2014 ...

... Interpretation of this Part In this Part, unless the contrary intention appears — balance sheet , in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards; consolidated financial statements has the meaning given by the Accounting Standards; consolidated total assets  — in the case where consolidated financial statements are prepared in relation to a group — are determined in accordance with the accounting standards applicable to the group; or in the case where consolidated financial statements are not prepared in relation to a group — means the aggregate total assets of all the members of the group; directors' statement means the statement of the directors mentioned in section 201(16); entity means an entity that is referred to in the Accounting Standards in relation to the preparation of financial statements and the requirements for the preparation of financial statements; financial statements means the financial statements of a company required to be prepared by the Accounting Standards; group has the meaning given by the Accounting Standards; parent company means a company that is required under the Accounting Standards to prepare financial statements in relation to a group; subsidiary company means a company that is a subsidiary as defined in the Accounting Standards; subsidiary corporation means a corporation that is a subsidiary as defined in the Accounting Standards; ultimate parent corporation means a corporation which is a parent but is not a subsidiary, within the meaning of the Accounting Standards. 36/2014 ...

... Division into Parts This Act is divided into Parts and Divisions as follows: Part 1 sections 1-7A … Preliminary sections 1-7A. Part 2 sections 8-15 ... Administration of this Act sections 8-8H, 10, 12-15. Part 3 Constitution of Companies sections 17-42A ... Division 1 — Incorporation sections 17-22. Division 2 — Powers sections 23-41C, 42A. Part 4 Shares, Debentures and Charges sections 59-141 ... Division 2 — Restrictions on allotment and commencement of business sections 59-62. ... Division 3 — Shares sections 62A-68, 70-78. ... Division 3A — Reduction of share capital sections 78A-78K. ... Division 4 — Substantial shareholdings sections 79-91. ... Division 5 — Debentures sections 93-96, 100. ... Division 7 — Title and transfers sections 121-128, 129-130AE. ... Division 8 — Registration of charges sections 131-141. Part 5 Management and Administration sections 142-198 ... ... Division 1 — Office and name sections 142-144. Division 2 — Directors and officers sections 145-152, 154-160, 161-165, 168-169, 171-173I. ... Division 3 — Meetings and proceedings sections 174-189. ... Division 4 — Register of members kept by public company sections 189A-196. ... Division 4A — Electronic register of members kept by Registrar sections 196A-196D ... Division 5 — Annual return sections 197-198. Part 6 Financial Statements and Audit sections 199-209A ... ... Division 1 — Financial statements sections 199, 201-204. Division 2 — Audit sections 205-209A. Part 7 sections 210-216B ... Arrangements, Reconstructions and Amalgamations sections 210-211, 212, 215-216B. Part 9 sections 228-246 ... Investigations sections 228-233, 235-246. Part 10 sections 344-344H ... Dissolution sections 344-344H Part 10A sections 355-364A ... Transfer of Registration sections 355-364A. Part 11 Various Types of Companies, etc. sections 365-386 ... Division 2 — Foreign Companies sections 365-373, 375-384, 386. Part 11A sections 386AA-386AP ... Register of Controllers and Nominee...

... annual general meeting under section 201 in force before . 36/2014 For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepared in accordance with section 201 in force immediately before , where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before . 36/2014 Subsection (16) does not apply to any company in respect of any financial year which ended before ; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to such company for that financial year. 36/2014 Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force immediately before . 36/2014 ...

... Solvency statement in relation to amalgamated company and offence for making false statement In sections 215C(2)( c ) and 215D(5), solvency statement , in relation to an amalgamated company, means a written declaration by the board of directors of each amalgamating company that it has formed the opinion — that the amalgamated company will be able to pay its debts as they fall due as at the date on which the amalgamation is to become effective; and that the value of the amalgamated company's assets will not be less than the value of its liabilities (including contingent liabilities). 36/2014 In forming an opinion for the purposes of subsection (1)( a ) and ( b ), the directors must take into account all liabilities of the amalgamated company (including contingent liabilities). In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamated company's assets will become less than the value of its liabilities (including contingent liabilities), the board of directors of each amalgamating company — must have regard to — the most recent financial statements of the amalgamating company and the other amalgamating companies that comply with section 201(2) and (5), as the case may be; and all other circumstances that the directors know or ought to know affect, or may affect, the value of the amalgamated company's assets and the value of the amalgamated company's liabilities (including contingent liabilities); and may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. 36/2014 In determining, for the purposes of subsection (3), the value of a contingent liability, the board of directors of each amalgamating company may take into account — the likelihood of the contingency occurring; and any claim the amalgamated company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. Any director of an amalgamating company who votes in favour of or otherwise causes a solvency statement under this section to be made without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both. ...

.... Where the directors of a company or of a parent company are required to make a statement under section 201(16) and the company is a listed company, the directors must describe in the statement the nature and extent of the functions performed by the audit...

... Powers and duties of auditors as to reports on financial statements An auditor of a company must report to the members — on the financial statements required to be laid before the company in general meeting and on the company's accounting and other records relating to those financial statements; and where the company is a parent company for which consolidated financial statements are prepared, on the consolidated financial statements. 36/2014 A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence is committed by an auditor under this subsection if the directors have not submitted the financial statements for audit as required under this Part in sufficient time, having regard to the complexity of the financial statements, for the auditor to make the auditor's report. 36/2014 An auditor must, in a report under this section, state — whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements are in the auditor's opinion — in compliance with the requirements of the Accounting Standards; and give a true and fair view of — the financial position and performance of the company; and if consolidated financial statements are required, the financial position and performance of the group; if the financial statements or consolidated financial statements do not comply with any requirement of the Accounting Standards and the approval of the Registrar under section 201(12) to such non-compliance has not been obtained, whether such non-compliance is, in the opinion of the auditor, necessary for the financial statements or consolidated financial statements to give a true and fair view of any matter required by section 201 to be dealt with in them; whether the accounting and other records required by this Act to be kept by the company and, if it is a parent company, by the subsidiary corporations other than those of which the auditor has not acted as auditor have been, in the auditor's opinion, properly kept in accordance with this Act; Deleted by Act 5 of 2004...

... Sections 8(7) and 201(16) Contents of directors' statement A statement as to whether in the opinion of the directors — the financial statements and, where applicable, the consolidated financial statements are drawn up so as to give a true and fair view of the financial position and performance of the company and (if applicable) of the financial position and performance of the group for the period covered by the financial statements or consolidated financial statements; and at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due. Where any option has been granted by a company, other than a parent company for which consolidated financial statements are required, during the period covered by the financial statements to take up unissued shares of a company — the number and class of shares in respect of which the option has been granted; the date of expiration of the option; the basis upon which the option may be exercised; and whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company. Where any of the particulars required by paragraph 2 have been stated in a previous directors' statement, they may be stated by reference to that statement. Where a parent company or any of its subsidiary corporations has at any time granted to a person an option to have shares issued to the person in the company or subsidiary corporation, the directors' statement of the parent company must state the name of the corporation in respect of the shares in which the option was granted and the other particulars required under paragraphs 2, 5 and 6. The particulars of shares issued during the period to which the statement relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period. The number and class of unissued shares of the company under option as at the end of the period to which the statement relates, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights (if any) of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company. The names...

...Interpretation In this Act, unless the contrary intention appears — accounting corporation means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004; accounting entity means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; accounting firm means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004; accounting limited liability partnership means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act 2004; accounting records , in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; Accounting Standards means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; Act 36 of 2022 wef 01/04/2023 accounts means profit and loss accounts and balance sheets and includes notes (other than auditors' reports or directors' reports) attached or intended to be read with any of those profit and loss accounts or balance sheets; Act includes any regulations; alternate address means — in the case of a company — the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company's register of directors, chief executive officers or secretaries (as the case may be) referred to in section 173; or in the case of a foreign company — an alternate address maintained with the Registrar under section 370A; annual general meeting , in relation to a company, means a meeting of the company required to be held by section 175; annual return means the return required to be lodged under section 197(1); approved exchange in Singapore means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001; audit requirements means the requirements of sections 201(8) and (9) and 207; Authority means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004; Authority's website means the Authority's Internet website; banking corporation means a bank or merchant bank licensed under the Banking Act 1970; book-entry securities has the meaning given by section 81SF of the Securities and Futures Act 2001; books includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; borrowing corporation means a corporation that is or will be under a liability (whether or not such liability is present or...