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as at 27 Apr 2024
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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
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...Penalty If any director of a company fails to comply with section 201(2) or (5) , he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 . 36/2014 Act 17 of 2023 wef 01/07/2023 If any director of a company fails to comply with section 201(16), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. Act 17 of 2023 wef 01/07/2023 If any director of a company — fails to comply with any provision of this Division (other than section 201(2), (5) or (16)); fails to take all reasonable steps to secure compliance by the company with any such provision; or has by his or her own wilful act been the cause of any default by the company of any such provision, he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years. 36/2014 In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the financial statements of a company or consolidated financial statements of a parent company by reason of an omission from the financial statements or consolidated financial statements, it is a defence to prove that the omission was not intentional and that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by section 201 to be dealt with in the financial statements or consolidated financial statements. 36/2014 If an offence under this section is committed with intent to defraud creditors of the company or creditors of any other person or for a fraudulent purpose, the offender shall be liable on conviction — in the case of an offence under subsection (1), to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both; Act 17 of 2023 wef 01/07/2023 in the case of an offence under subsection (1AA), to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both; or Act 17 of 2023 wef 01/07/2023 in the case of an offence under subsection (1A), to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years or to both. A person shall not be sentenced to imprisonment for any offence under this section unless in the opinion of the Court dealing with the case the offence was committed wilfully. ...
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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
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202 Relief from requirements as to form and content of financial statements and directors’ statement
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Relief from requirements as to form and content of financial statements and directors' statement
The directors of a company may apply to the Registrar in writing for an order relieving them from any requirement of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the Registrar may make such an order either unconditionally or on condition that the directors comply with such other requirements relating to the form and content of the financial statements or consolidated financial statements or directors' statement as the Registrar thinks fit to impose.
36/2014
The Registrar may, where the Registrar considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company in that class from compliance with any specified requirements of this Act relating to the form and content of financial statements or consolidated financial statements (other than a requirement of the Accounting Standards) or to the form and content of the statement required by section 201(16) and the order may be made either unconditionally or on condition that the directors of the company comply with such other requirements relating to the form and content of financial statements or consolidated financial statements or directors' statement as the Registrar thinks fit to impose.
36/2014
The Registrar must not make an order under subsection (1) unless he or she is of the opinion that compliance with the requirements of this Act would render the financial statements or consolidated financial statements or directors' statement (as the case may be) misleading or inappropriate to the circumstances of the company or would impose unreasonable burdens on the company or any officer of the company.
36/2014
The Registrar may make an order under subsection (1) which may be limited to a specific period and may from time to time either on application by the directors or without any such application (in which case the Registrar must give to the directors an opportunity of being heard) revoke or suspend the operation of any such order.
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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
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Certain dormant companies exempted from duty to prepare financial statements
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
The requirements referred to in subsection (1) are —
that the relevant company has been dormant —
from the time of its formation; or
since the end of the previous financial year;
that the directors of the relevant company have lodged with the Registrar a statement by the directors that —
the company has been dormant for the period set out in paragraph ( a )(i) or (ii), as the case may be;
no notice has been received under subsection (3) in relation to the financial year; and
the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199; and
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
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
In subsection (3), relevant person means —
the Registrar;
one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or
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
For the purposes of this section —
relevant company means a company —
which is not a listed company or a subsidiary company of a listed company;
whose total assets at any time during the financial year in question does not exceed...
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Division into Parts
This Act is divided into Parts and Divisions as follows:
Part 1 sections 1-7A
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Preliminary sections 1-7A.
Part 2 sections 8-15
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Administration of this Act sections 8-8H, 10, 12-15.
Part 3 Constitution of Companies sections 17-42A
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Division 1 — Incorporation sections 17-22. Division 2 — Powers sections 23-41C, 42A.
Part 4 Shares, Debentures and Charges sections 59-141
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Division 2 — Restrictions on allotment and commencement of business sections 59-62.
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Division 3 — Shares sections 62A-68, 70-78.
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Division 3A — Reduction of share capital sections 78A-78K.
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Division 4 — Substantial shareholdings sections 79-91.
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Division 5 — Debentures sections 93-96, 100.
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Division 7 — Title and transfers sections 121-128, 129-130AE.
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Division 8 — Registration of charges sections 131-141.
Part 5 Management and Administration sections 142-198
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Division 1 — Office and name sections 142-144.
Division 2 — Directors and officers sections 145-152, 154-160, 161-165, 168-169, 171-173I.
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Division 3 — Meetings and proceedings sections 174-189.
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Division 4 — Register of members kept by public company sections 189A-196.
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Division 4A — Electronic register of members kept by Registrar sections 196A-196D
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Division 5 — Annual return sections 197-198.
Part 6 Financial Statements and Audit sections 199-209A
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Division 1 — Financial statements sections 199, 201-204.
Division 2 — Audit sections 205-209A.
Part 7 sections 210-216B
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Arrangements, Reconstructions and Amalgamations sections 210-211, 212, 215-216B.
Part 9 sections 228-246
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Investigations sections 228-233, 235-246.
Part 10 sections 344-344H
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Dissolution sections 344-344H
Part 10A sections 355-364A
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Transfer of Registration sections 355-364A.
Part 11 Various Types of Companies, etc. sections 365-386
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Division 2 — Foreign Companies sections 365-373, 375-384, 386.
Part 11A sections 386AA-386AP
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Register of Controllers and Nominee...
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Administration of Act and appointment of Registrar of Companies, etc.
The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister.
The Minister may, after consultation with the Authority —
appoint an officer of the Authority to be the Registrar of Companies; and
from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as the Minister considers necessary,
for the proper administration of this Act.
The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar's powers, functions or duties under this Act, and the Registrar must give effect to such directions.
Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and is as valid and effectual as if done or signed by the Registrar.
No person dealing with any Deputy or Assistant Registrar needs to be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person is as valid and effectual as if done or omitted by the Registrar.
Certain signatures to be judicially noticed
All courts, judges and persons acting judicially are to take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar.
Deleted by Act 36 of 2014
Deleted by Act 36 of 2014
Deleted by Act 36 of 2014
The Minister may, by notification in the Gazette , add to, vary or amend —
the Twelfth Schedule in relation to the contents of the directors' statement which is required to accompany the financial statements under section 201(16);
the Thirteenth Schedule in relation to the criteria for determining whether a company is a small company for the purposes of section 205C...
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... 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
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Retention of documents laid before company at annual general meeting
Every company must cause to be kept at the company's registered office, or such other place as the directors think fit —
a copy of each of the documents that was laid before the company at its annual general meeting under section 201 for a period of not less than 5 years after the date of the annual general meeting, being a date on or after ; or
in respect of any financial year for which the company need not hold an annual general meeting because of section 175A(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),
and a copy of the auditors' report where such financial statements or consolidated financial statements are duly audited, that were sent to all persons entitled to receive notice of general meetings of the company in accordance with section 203(1) for a period of not less than 5 years after the date on which the documents were sent, being a date on or after .
36/2014; 15/2017
If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty.
36/2014
The Registrar or an authorised officer may at any time require the company to furnish any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or extracts from such document.
36/2014
Any person who —
without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or
assaults, obstructs, hinders or delays the Registrar or the authorised officer in the course of inspecting or making copies or extracts from the document,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
36/2014
In this section, authorised officer means an officer of the Authority authorised by the Registrar for the...
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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.
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... contingent liabilities) the directors of the company —
must have regard to —
the most recent financial statements of the company that comply with section 201(2) and (5), as the case may be; and
all other...
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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...
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Solvency statement in relation to amalgamating company and offence for making false statement
For the purposes of section 215C(2)( b ), solvency statement , in relation to an amalgamating company, means a statement by the board of directors of the amalgamating company that it has formed the opinion —
that, as regards the amalgamating company's situation at the date of the statement, there is no ground on which the amalgamating company could then be found to be unable to pay its debts; and
that, at the date of the statement, the value of the amalgamating company's assets is not less than the value of its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
The solvency statement —
if the amalgamating company is exempt from audit requirements under section 205B or 205C, must be in the form of a written declaration; or
if the amalgamating company is not such a company, must be in the form of a written declaration or must be accompanied by a report from its auditor that the auditor has inquired into the affairs of the amalgamating company and is of the opinion that the statement is not unreasonable given all the circumstances.
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 amalgamating company (including contingent liabilities).
In determining, for the purposes of subsection (1)( b ), whether the value of the amalgamating company's assets is or will become less than the value of its liabilities (including contingent liabilities), the board of directors of the amalgamating company —
must have regard to —
the most recent financial statements of the amalgamating company 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 amalgamating company's assets and the value of the amalgamating 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 (4), the value of a contingent liability, the board of directors of the...
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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...
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When private company need not hold annual general meeting
A company need not hold an annual general meeting for a financial year —
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;
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
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
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
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
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
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.
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.
A resolution mentioned in subsection (1)( a ) ceases to be in force if the company is converted to a public...
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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...
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... money or other property of the company;
the extent of the director's responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and
as to —
the extent of the director's responsibility for the causes of the company...
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...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...
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... statements of the company that comply with section 201;
the company receives fair value in connection with the financial assistance;
the board of directors of the company passes a resolution that —
the company should give the assistance;
giving the...
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Singapore Statutes Online
© 2024 Attorney-General's Chambers of Singapore,
Last updated 27 Apr 2024
Singapore Statutes Online is provided by the Legislation Division of the Attorney-General's Chambers of Singapore.
Last updated 27 Apr 2024
Singapore Statutes Online is provided by the Legislation Division of the Attorney-General's Chambers of Singapore.