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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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