Companies Act 1967 - Singapore Statutes Online

When private company need not hold annual general meeting

175A.—(1) A company need not hold an annual general meeting for a financial year —

(a)	if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings;
(b)	if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or
(c)	if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year. [15/2017]

(2) Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.

[15/2017]

(3) A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.

[15/2017]

(4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year.

[15/2017]

(5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.

(6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of default.

(7) A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company.

[15/2017]

(8) If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting.

[15/2017]

(9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5).

(10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —

(a)

a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A;

(b)

a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held;

(c)

the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return —

(i)	in the case of a company mentioned in subsection (1)(a) or (b) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or
(ii)	in the case of a company mentioned in subsection (1)(c) — after the end of its financial year. [15/2017]

(11) In this section, an address of a person includes any number or address used for electronic communication.

Financial statements and consolidated financial statements

201.—(1) The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.

[15/2017]

(2) Subject to subsections (12) to (15), the financial statements mentioned in subsection (1) must comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the company.

[36/2014]

(3) [Deleted by Act 15 of 2017]

(4) [Deleted by Act 15 of 2017]

(5) Subject to subsections (12) to (15), the directors of a company that is a parent company at the end of its financial year need not comply with subsection (1) but must cause to be made out and laid before the company at its annual general meeting —

(a)	consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and
(b)	a balance sheet dealing with the state of affairs of the parent company at the end of its financial year,

each of which complies with the requirements of the Accounting Standards and gives a true and fair view of the matters referred to in paragraph (a) or (b) (as the case may be) so far as it concerns members of the parent company.

[36/2014; 15/2017]

(6) [Deleted by Act 15 of 2017]

(7) The directors must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (5)(b) are made out) take reasonable steps —

(a)

to ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts;

(b)

to ascertain whether any current assets (other than current assets to which paragraph (a) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the company and, if so, to cause —

(i)	those assets to be written down to an amount which they might be expected so to realise; or
(ii)	adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and

(c)

to ascertain whether any non‑current asset is shown in the books of the company at an amount which, having regard to its value to the company as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the financial statements such information and explanations as will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset.

[36/2014]

(8) The financial statements must be duly audited before they are laid before the company at its annual general meeting as required by this section, and the auditor’s report required by section 207 must be attached to or endorsed upon those financial statements.

[36/2014]

(9) The directors of the company must —

(a)

take reasonable steps to ensure that the financial statements are audited as required by this Part not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited as required by this Part less than 14 days before the annual general meeting of the company; and

(b)

cause to be attached to those financial statements the auditor’s report that is furnished to the directors under section 207(1A).

[36/2014]

(10) In subsections (8) and (9), “financial statements”, in relation to a company, means —

(a)	in the case where the company is not a parent company — the financial statements required to be laid before the company at its annual general meeting under subsection (1); or
(b)	in the case where the company is a parent company — the consolidated financial statements of the group and the balance sheet of the parent company required to be laid before the company at its annual general meeting under subsection (5). [36/2014]

(11) Where at the end of a financial year a company is the subsidiary company of another corporation, the directors of the company must state in, or in a note as a statement annexed to, the financial statements laid before the company at its annual general meeting the name of the corporation which is its ultimate parent corporation.

[36/2014]

(12) The financial statements or consolidated financial statements of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), if the company has obtained the approval of the Registrar to such non‑compliance.

[36/2014]

(13) Where financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), would not give a true and fair view of any matter required by this section to be dealt with in the financial statements or consolidated financial statements, the financial statements or consolidated financial statements need not comply with that requirement to the extent that this is necessary for them to give a true and fair view of the matter.

[36/2014]

(14) In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (13), there must be included in the financial statements or consolidated financial statements, as the case may be —

(a)	a statement by the auditor of the company that the auditor agrees that such non‑compliance is necessary for the financial statements or consolidated financial statements (as the case may be) to give a true and fair view of the matter concerned;
(b)	particulars of the departure, the reason therefor and its effect, if any; and
(c)	such further information and explanations as will give a true and fair view of that matter. [36/2014]

(15) The Minister may, by order in the Gazette, in respect of companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 207 and 209A apply accordingly in respect of such companies.

[36/2014]

(16) The financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance sheet of a parent company) must be accompanied, before the auditor reports on the financial statements under this Part, by a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule.

[36/2014]

(17) Any document (other than any financial statements or a balance sheet prepared in accordance with this Act) or advertisement published, issued or circulated by or on behalf of a company (other than a banking corporation) must not contain any direct or indirect representation that the company has any reserve unless the representation is accompanied —

(a)	if the reserve is invested outside the business of the company — by a statement showing the manner in which and the security upon which it is invested; or
(b)	if the reserve is being used in the business of the company — by a statement to the effect that the reserve is being so used. [36/2014]

(18) The provisions of this Act relating to the form and content of the statement of directors and the annual financial statements apply to a banking corporation with such modifications and exceptions as are determined either generally or in any particular case by the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act 1970.

[36/2014]

(19) In respect of a company that is registered as a charity or approved as an institution of a public character under the Charities Act 1994, the requirements of this section as to the form and content of a company’s financial statements or consolidated financial statements being in compliance with the Accounting Standards apply subject to any modification prescribed under section 12(1)(f) of that Act in respect of such a company.

[36/2014]

(20) For the purposes of subsections (1) and (5), a reference to the preceding financial statements includes the profit and loss account, balance sheet and consolidated accounts required to be laid before the company at its annual general meeting under section 201 in force before 1 July 2015.

[36/2014]

(21) 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 1 July 2015, where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before 1 July 2015.

[36/2014]

(22) Subsection (16) does not apply to any company in respect of any financial year which ended before 1 July 2015; 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]

(23) 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 1 July 2015.

[36/2014]

Certain dormant companies exempted from duty to prepare financial statements

201A.—(1) Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied.

[36/2014]

(2) The requirements referred to in subsection (1) are —

(a)

that the relevant company has been dormant —

(i)	from the time of its formation; or
(ii)	since the end of the previous financial year;

(b)

that the directors of the relevant company have lodged with the Registrar a statement by the directors that —

(i)	the company has been dormant for the period set out in paragraph (a)(i) or (ii), as the case may be;
(ii)	no notice has been received under subsection (3) in relation to the financial year; and
(iii)	the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199; and

(c)

that the statement mentioned in paragraph (b) has been lodged with the Registrar at the same time that the annual return is required to be lodged under section 197(1).

[36/2014]

(3) A relevant person may by written notice require the directors of a dormant relevant company to comply with any or all of the requirements of section 201 in respect of a financial year but the written notice must be issued to the directors not less than 3 months before the end of the financial year.

[36/2014]

(4) In subsection (3), “relevant person” means —

(a)	the Registrar;
(b)	one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or
(c)	not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member). [36/2014]

(5) For the purposes of this section —

(a)

“relevant company” means a company —

(i)

which is not a listed company or a subsidiary company of a listed company;

(ii)

whose total assets at any time during the financial year in question does not exceed —

(A)	$500,000 in value; or
(B)	such other amount as may be prescribed in substitution by the Minister; and

(iii)

which, if it is a parent company (which is not itself a subsidiary company of another corporation), belongs to a group the consolidated total assets of which at any time during the financial year in question does not exceed —

(A)	$500,000 in value; or
(B)	such other amount as may be prescribed in substitution by the Minister; and

(b)

section 205B(2) and (3) applies in determining whether a relevant company is dormant.

[36/2014]

(6) This section does not apply to the directors of any company in respect of a financial year which ended before 3 January 2016 and the directors of such company must prepare the accounts or consolidated accounts for that financial year and lay the accounts or consolidated accounts of the company at its annual general meeting for that financial year, in accordance with Part VI in force immediately before that date.

[36/2014]

(7) Without limiting section 197(2), a company referred to in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared.

[36/2014]

Members of company entitled to financial statements, etc.

203.—(1) A copy of the financial statements or, in the case of a parent company, a copy of the consolidated financial statements and balance sheet (including every document required by law to be attached thereto), which is duly audited and which (or which but for section 201C) is to be laid before the company in general meeting accompanied by a copy of the auditor’s report thereon must be sent to all persons entitled to receive notice of general meetings of the company —

(a)	unless subsection (2) applies — not less than 14 days before the date of the meeting; or
(b)	if the company is not required to hold an annual general meeting because of section 175A(1)(a) — not later than 5 months after the end of the financial year to which the financial statements, or consolidated financial statements and balance sheet, relate. [36/2014; 15/2017]

(2) The financial statements, or consolidated financial statements, balance sheet and documents referred to in subsection (1) may be sent less than 14 days before the date of the meeting as required under subsection (1)(a) if all the persons entitled to receive notice of general meetings of the company so agree.

[36/2014]

(3) Any member of a company (whether or not entitled to have sent to the member copies of the financial statements, or consolidated financial statements and balance sheet) to whom copies have not been sent and any holder of a debenture must, on a request being made by the member or debenture holder to the company, be furnished by the company without charge with a copy of the last financial statements, or consolidated financial statements and balance sheet (including every document required by this Act to be attached thereto) together with a copy of the auditor’s report thereon.

[36/2014]

(3A) If default is made in complying with subsection (1) or (3), the company and every officer of the company who is in default shall, unless it is proved that the member or holder of a debenture in question has already made a request for and been furnished with a copy of the financial statements, or consolidated financial statements and balance sheet, and all documents referred to in subsection (1) or (3), each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.

[36/2014]

(4) In a case referred to in subsection (1)(b), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the documents referred to in subsection (1) were sent out, require that a general meeting be held for the purpose of laying those documents before the company.

[36/2014]

(4A) Where a company is not required to hold an annual general meeting because of section 175A(1)(b), any member or auditor of the company may, by notice to the company not later than 14 days after the day on which the documents referred to in subsection (1) were sent out, require that a general meeting be held for the purpose of laying those documents before the company.

[15/2017]

(5) Section 175A(5) applies, with the necessary modifications, to the giving of a notice under subsection (4) or (4A).

[15/2017]

(6) The directors of the company must, within 14 days after the date of giving of the notice mentioned in subsection (4) or (4A), convene a meeting for the purpose referred to in that subsection.

[36/2014; 15/2017]

(7) If default is made in convening the meeting under subsection (6) —

(a)	each director in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000; and
(b)	the Court may, on application of the member or auditor, order a general meeting to be called.

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