Accounting records and systems of control
199.—(1) Every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents required to be attached thereto to be prepared from time to time, and must cause those records to be kept in such manner as to enable them to be conveniently and properly audited.[36/2014]
(2) The company must retain the records referred to in subsection (1) for a period of not less than 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed.[2/2007]
(2A) Every public company and every subsidiary company of a public company must devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —(a)
assets are safeguarded against loss from unauthorised use or disposition; and
(b)
transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.[36/2014]
(3) The records referred to in subsection (1) must be kept at the registered office of the company or at such other place as the directors think fit and must at all times be open to inspection by the directors.
(4) If accounting and other records are kept by the company at a place outside Singapore there must be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair financial statements and any documents required to be attached thereto.[36/2014]
(5) The Court may in any particular case order that the accounting and other records of a company be open to inspection by a public accountant acting for a director, but only upon an undertaking in writing given to the Court that information acquired by the public accountant during his or her inspection must not be disclosed by the public accountant except to that director.
(6) If default is made in complying with this section, the company and every officer of the company who is in default 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 12 months and also to a default penalty.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
—(1) Every company must cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the company and enable true and fair financial statements and any documents required to be attached thereto to be prepared from time to time, and must cause those records to be kept in such manner as to enable them to be conveniently and properly audited.[36/2014]
(2) The company must retain the records referred to in subsection (1) for a period of not less than 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed.[2/2007]
(2A) Every public company and every subsidiary company of a public company must devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —(a)
assets are safeguarded against loss from unauthorised use or disposition; and
(b)
transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.[36/2014]
(3) The records referred to in subsection (1) must be kept at the registered office of the company or at such other place as the directors think fit and must at all times be open to inspection by the directors.
(4) If accounting and other records are kept by the company at a place outside Singapore there must be sent to and kept at a place in Singapore and be at all times open to inspection by the directors such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair financial statements and any documents required to be attached thereto.[36/2014]
(5) The Court may in any particular case order that the accounting and other records of a company be open to inspection by a public accountant acting for a director, but only upon an undertaking in writing given to the Court that information acquired by the public accountant during his or her inspection must not be disclosed by the public accountant except to that director.
(6) If default is made in complying with this section, the company and every officer of the company who is in default 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 12 months and also to a default penalty.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
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 (15A), 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]
[Act 24 of 2025 wef 06/05/2026]
(3) [Deleted by Act 15 of 2017]
(4) [Deleted by Act 15 of 2017]
(5) Subject to subsections (12) to (15A), 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]
[Act 24 of 2025 wef 06/05/2026]
(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 all or any of the requirements 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]
[Act 24 of 2025 wef 06/05/2026]
(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 the whole or any part of other accounting standards specified in the order for the whole or any part of the Accounting Standards, as specified in the order, and the provisions of this section and sections 207 and 209A apply accordingly in respect of such companies.[Act 24 of 2025 wef 06/05/2026]
(15A) The Minister may, by order in the Gazette, exempt the directors of any company that belongs to a specified class or description of companies, from having to ensure that the company’s financial statements or consolidated financial statements comply with all or any of the requirements of the Accounting Standards specified in the order.[Act 24 of 2025 wef 06/05/2026]
(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]
—(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 (15A), 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]
[Act 24 of 2025 wef 06/05/2026]
(3) [Deleted by Act 15 of 2017]
(4) [Deleted by Act 15 of 2017]
(5) Subject to subsections (12) to (15A), 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]
[Act 24 of 2025 wef 06/05/2026]
(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 all or any of the requirements 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]
[Act 24 of 2025 wef 06/05/2026]
(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 the whole or any part of other accounting standards specified in the order for the whole or any part of the Accounting Standards, as specified in the order, and the provisions of this section and sections 207 and 209A apply accordingly in respect of such companies.[Act 24 of 2025 wef 06/05/2026]
(15A) The Minister may, by order in the Gazette, exempt the directors of any company that belongs to a specified class or description of companies, from having to ensure that the company’s financial statements or consolidated financial statements comply with all or any of the requirements of the Accounting Standards specified in the order.[Act 24 of 2025 wef 06/05/2026]
(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]
—(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]
Retention of documents laid before company at annual general meeting
201AA.—(1) Every company must cause to be kept at the company’s registered office, or such other place as the directors think fit —(a)
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 3 January 2016; or
(b)
in respect of any financial year for which the company need not hold an annual general meeting because of section 175A(1) —(i)
a copy of the financial statements; or
(ii)
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 3 January 2016.
[36/2014; 15/2017]
(2) 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]
(3) 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]
(4) Any person who —(a)
without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or
(b)
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]
(5) In this section, “authorised officer” means an officer of the Authority authorised by the Registrar for the purposes of this section.[36/2014]
—(1) Every company must cause to be kept at the company’s registered office, or such other place as the directors think fit —(a)
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 3 January 2016; or
(b)
in respect of any financial year for which the company need not hold an annual general meeting because of section 175A(1) —(i)
a copy of the financial statements; or
(ii)
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 3 January 2016.
[36/2014; 15/2017]
(2) 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]
(3) 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]
(4) Any person who —(a)
without lawful excuse, refuses to produce any document required of the person by the Registrar or an authorised officer under subsection (3); or
(b)
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]
(5) In this section, “authorised officer” means an officer of the Authority authorised by the Registrar for the purposes of this section.[36/2014]
Audit committees
201B.—(1) Every listed company must have an audit committee.(2) An audit committee must be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and must be composed of 3 or more members of whom a majority must not be —(a)
executive directors of the company or any related corporation;
(b)
a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or
(c)
any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee.
(3) The members of an audit committee must elect a chairperson from among their number who is not an executive director or employee of the company or any related corporation.
(4) If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the board of directors must, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members.
(5) The functions of an audit committee are —(a)
to review —(i)
with the auditor, the audit plan;
(ii)
with the auditor, the auditor’s evaluation of the system of internal accounting controls;
(iii)
with the auditor, the auditor’s audit report;
(iv)
the assistance given by the company’s officers to the auditor;
(v)
the scope and results of the internal audit procedures; and
(vi)
the financial statements of the company and, if it is a parent company, the consolidated financial statements, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company; and
(b)
to nominate a person or persons as auditor, despite anything contained in the constitution or under section 205,
together with such other functions as may be agreed to by the audit committee and the board of directors.
[36/2014]
(6) The auditor has the right to appear and be heard at any meeting of the audit committee and must appear before the committee when required to do so by the committee.
(7) Upon the request of the auditor, the chairperson of the audit committee must convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders.
(8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.
(9) 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 committee pursuant to subsection (5).[36/2014]
(10) [Deleted by Act 36 of 2014]
(11) Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any related corporation of that company in conjunction with his or her office of director and his or her membership of any audit committee, and any reference to an executive director is to be read accordingly.
—(1) Every listed company must have an audit committee.
(2) An audit committee must be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and must be composed of 3 or more members of whom a majority must not be —(a)
executive directors of the company or any related corporation;
(b)
a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or
(c)
any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee.
(3) The members of an audit committee must elect a chairperson from among their number who is not an executive director or employee of the company or any related corporation.
(4) If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the board of directors must, within 3 months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members.
(5) The functions of an audit committee are —(a)
to review —(i)
with the auditor, the audit plan;
(ii)
with the auditor, the auditor’s evaluation of the system of internal accounting controls;
(iii)
with the auditor, the auditor’s audit report;
(iv)
the assistance given by the company’s officers to the auditor;
(v)
the scope and results of the internal audit procedures; and
(vi)
the financial statements of the company and, if it is a parent company, the consolidated financial statements, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company; and
(b)
to nominate a person or persons as auditor, despite anything contained in the constitution or under section 205,
together with such other functions as may be agreed to by the audit committee and the board of directors.
[36/2014]
(6) The auditor has the right to appear and be heard at any meeting of the audit committee and must appear before the committee when required to do so by the committee.
(7) Upon the request of the auditor, the chairperson of the audit committee must convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or shareholders.
(8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.
(9) 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 committee pursuant to subsection (5).[36/2014]
(10) [Deleted by Act 36 of 2014]
(11) Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other office of profit in, the company or in any related corporation of that company in conjunction with his or her office of director and his or her membership of any audit committee, and any reference to an executive director is to be read accordingly.
When directors need not lay financial statements before company
201C.—(1) 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]
(2) 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]
—(1) 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]
(2) 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]
Relief from requirements as to form and content of financial statements and directors’ statement
202.—(1) 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]
(2) 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]
(3) 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]
(4) 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.
—(1) 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]
(2) 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]
(3) 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]
(4) 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.
Voluntary revision of defective financial statements, or consolidated financial statements or balance sheet
202A.—(1) Subject to subsection (3), this section applies at any time —(a)
in the case where a company need not hold an annual general meeting for a financial year under section 175A — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are sent to the members of the company under section 203; or[Act 24 of 2025 wef 06/05/2026]
(b)
in any other case — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are laid before the company at an annual general meeting.[36/2014]
(2) Where this section applies, if it appears to the directors of the company that the financial statements or, in the case of a parent company, consolidated financial statements or balance sheet do not comply with the requirements of this Act (including compliance with the Accounting Standards), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised and make necessary consequential revisions to the summary financial statement or directors’ statement.[36/2014]
(3) The revision of the financial statements, or consolidated financial statements or balance sheet (as the case may be), under subsection (2) must be confined to —(a)
those aspects in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with this Act (including compliance with the Accounting Standards); and
(b)
the making of any necessary consequential revisions.[36/2014]
(4) Where the Registrar has given the directors of the company a notice under section 202B(1), the directors may not cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised unless the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in section 202B(2)(b).[36/2014]
(5) The Minister may make regulations under section 411 in respect of the revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement, including but not limited to the following:(a)
the manner of revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement;
(b)
the application of any provision of this Act to such financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement subject to such additions, exceptions and modifications as may be specified in the regulations;
(c)
the taking of steps by the directors to bring any revision of the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement;
(d)
the requirement to lodge the revised financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement with the Registrar and the payment of any filing fee pursuant to such lodgment.[36/2014]
—(1) Subject to subsection (3), this section applies at any time —(a)
in the case where a company need not hold an annual general meeting for a financial year under section 175A — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are sent to the members of the company under section 203; or[Act 24 of 2025 wef 06/05/2026]
(b)
in any other case — after the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet are laid before the company at an annual general meeting.[36/2014]
(2) Where this section applies, if it appears to the directors of the company that the financial statements or, in the case of a parent company, consolidated financial statements or balance sheet do not comply with the requirements of this Act (including compliance with the Accounting Standards), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised and make necessary consequential revisions to the summary financial statement or directors’ statement.[36/2014]
(3) The revision of the financial statements, or consolidated financial statements or balance sheet (as the case may be), under subsection (2) must be confined to —(a)
those aspects in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with this Act (including compliance with the Accounting Standards); and
(b)
the making of any necessary consequential revisions.[36/2014]
(4) Where the Registrar has given the directors of the company a notice under section 202B(1), the directors may not cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised unless the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in section 202B(2)(b).[36/2014]
(5) The Minister may make regulations under section 411 in respect of the revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement, including but not limited to the following:(a)
the manner of revision of financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement;
(b)
the application of any provision of this Act to such financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement subject to such additions, exceptions and modifications as may be specified in the regulations;
(c)
the taking of steps by the directors to bring any revision of the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement;
(d)
the requirement to lodge the revised financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement with the Registrar and the payment of any filing fee pursuant to such lodgment.[36/2014]
Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance sheet
202B.—(1) If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet comply with the requirements of this Act (including compliance with the Accounting Standards), the Registrar may give notice to the directors of the company indicating the respects in which it appears that such a question arises or may arise, and specify the period within which the directors must respond.[36/2014]
(2) The directors of the company to whom notice under subsection (1) is given must at the end of the period mentioned in subsection (1), or such longer period as the Registrar may allow —(a)
give the Registrar an explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), if the directors do not propose to revise the financial statements, or consolidated financial statements or balance sheet, as the case may be; or
(b)
inform the Registrar how the directors propose to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), to address the questions in respect of which the Registrar has given notice.[36/2014]
(3) If the Registrar is satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)(a), no further action need be taken by the directors in respect of the notice under subsection (1).[36/2014]
(4) If the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)(b), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised in the manner provided in section 202A.[36/2014]
(5) The Registrar may apply to Court under subsection (6) if —(a)
the Registrar does not receive a response from the directors after giving the notice mentioned in subsection (1);
(b)
the Registrar is not satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)(a); or
(c)
the Registrar does not agree with the directors on the manner in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)(b) are to be revised.[36/2014]
(6) An application to Court referred to in subsection (5) may be for —(a)
a declaration that the financial statements, or consolidated financial statements or balance sheet (as the case may be), do not comply with the requirements of this Act (including compliance with the Accounting Standards); and
(b)
an order requiring the directors of the company to cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised.[36/2014]
(7) Where the Court orders the preparation of revised financial statements, or consolidated financial statements or balance sheet, under subsection (6), it may give directions as to —(a)
the auditing of the financial statements, or consolidated financial statements or balance sheet, as the case may be;
(b)
the making of revisions to the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement in such manner as the Court considers necessary within a specified period;
(c)
where the Court has given directions under paragraph (b) to make revisions to the summary financial statement, the review by the auditors of the revised summary financial statement;
(d)
the making of necessary consequential revisions to any other document;
(e)
the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement; and
(f)
such other matters as the Court thinks fit.[36/2014]
(8) If the Court finds that the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with the requirements of this Act (including the Accounting Standards), it may order that all or part of —(a)
the costs of or incidental to the application; and
(b)
any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised financial statements, or consolidated financial statements or balance sheet, as the case may be,
must be borne by any or all the directors who were directors of the company as at the date of the directors’ statement which accompanied the defective financial statements, or consolidated financial statements and balance sheet, as the case may be.
[36/2014]
(9) The provisions of this section apply equally to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), in which case they have effect as if the references to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), were references to further revised financial statements, or consolidated financial statements or balance sheet, as the case may be.[36/2014]
—(1) If it appears to the Registrar that there is, or may be, a question whether the financial statements or, in the case of a parent company, consolidated financial statements and balance sheet comply with the requirements of this Act (including compliance with the Accounting Standards), the Registrar may give notice to the directors of the company indicating the respects in which it appears that such a question arises or may arise, and specify the period within which the directors must respond.[36/2014]
(2) The directors of the company to whom notice under subsection (1) is given must at the end of the period mentioned in subsection (1), or such longer period as the Registrar may allow —(a)
give the Registrar an explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), if the directors do not propose to revise the financial statements, or consolidated financial statements or balance sheet, as the case may be; or
(b)
inform the Registrar how the directors propose to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), to address the questions in respect of which the Registrar has given notice.[36/2014]
(3) If the Registrar is satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)(a), no further action need be taken by the directors in respect of the notice under subsection (1).[36/2014]
(4) If the Registrar agrees with the directors on the manner in which to revise the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)(b), the directors may cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised in the manner provided in section 202A.[36/2014]
(5) The Registrar may apply to Court under subsection (6) if —(a)
the Registrar does not receive a response from the directors after giving the notice mentioned in subsection (1);
(b)
the Registrar is not satisfied with the explanation of the financial statements, or consolidated financial statements and balance sheet (as the case may be), mentioned in subsection (2)(a); or
(c)
the Registrar does not agree with the directors on the manner in which the financial statements, or consolidated financial statements or balance sheet (as the case may be), referred to in subsection (2)(b) are to be revised.[36/2014]
(6) An application to Court referred to in subsection (5) may be for —(a)
a declaration that the financial statements, or consolidated financial statements or balance sheet (as the case may be), do not comply with the requirements of this Act (including compliance with the Accounting Standards); and
(b)
an order requiring the directors of the company to cause the financial statements, or consolidated financial statements or balance sheet (as the case may be), to be revised.[36/2014]
(7) Where the Court orders the preparation of revised financial statements, or consolidated financial statements or balance sheet, under subsection (6), it may give directions as to —(a)
the auditing of the financial statements, or consolidated financial statements or balance sheet, as the case may be;
(b)
the making of revisions to the financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement in such manner as the Court considers necessary within a specified period;
(c)
where the Court has given directions under paragraph (b) to make revisions to the summary financial statement, the review by the auditors of the revised summary financial statement;
(d)
the making of necessary consequential revisions to any other document;
(e)
the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous financial statements, consolidated financial statements, balance sheet, directors’ statement or summary financial statement; and
(f)
such other matters as the Court thinks fit.[36/2014]
(8) If the Court finds that the financial statements, or consolidated financial statements or balance sheet (as the case may be), did not comply with the requirements of this Act (including the Accounting Standards), it may order that all or part of —(a)
the costs of or incidental to the application; and
(b)
any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised financial statements, or consolidated financial statements or balance sheet, as the case may be,
must be borne by any or all the directors who were directors of the company as at the date of the directors’ statement which accompanied the defective financial statements, or consolidated financial statements and balance sheet, as the case may be.
[36/2014]
(9) The provisions of this section apply equally to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), in which case they have effect as if the references to revised financial statements, or consolidated financial statements or balance sheet (as the case may be), were references to further revised financial statements, or consolidated financial statements or balance sheet, as the case may be.[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.
—(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.
Provision of summary financial statement to members
203A.—(1) Despite section 203 and anything in its constitution, a company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement instead of copies of the documents referred to in section 203(1) to members of the company.[36/2014]
(2) Where a company sends to its members a summary financial statement under subsection (1), any member of the company, and any holder of a debenture, entitled to be furnished by the company with a copy of the documents referred to in section 203(3) may instead request for a summary financial statement.[36/2014]
(3) A summary financial statement need not be sent to any member of the company who does not wish to receive the statement.
(4) Copies of the documents referred to in section 203(1) must be sent to any member of the company who wishes to receive them.
(5) The summary financial statement must be derived from the company’s annual financial statements or consolidated financial statements, and directors’ statement and must be in such form and contain such information as may be specified by regulations.[36/2014]
(6) Every summary financial statement must —(a)
state that it is only a summary of information in the company’s annual financial statements or consolidated financial statements, and directors’ statement; and
(b)
contain a statement by the company’s auditors (if any) of their opinion as to whether the summary financial statement is consistent with the financial statements or consolidated financial statements, and the directors’ statement and complies with the requirements of this section and any regulations made under subsection (9).[36/2014]
(6A) The directors of the company must ensure that the summary financial statements comply with the requirements referred to in subsections (5) and (6).[36/2014]
(7) If default is made in complying with this section other than subsection (6A) or any regulations made under subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014]
(8) [Deleted by Act 36 of 2014]
(9) The Minister may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents referred to in section 203(1) or does not wish to receive the summary financial statement under this section.
—(1) Despite section 203 and anything in its constitution, a company may, in such cases as may be specified by regulations and provided all the conditions so specified are complied with, send a summary financial statement instead of copies of the documents referred to in section 203(1) to members of the company.[36/2014]
(2) Where a company sends to its members a summary financial statement under subsection (1), any member of the company, and any holder of a debenture, entitled to be furnished by the company with a copy of the documents referred to in section 203(3) may instead request for a summary financial statement.[36/2014]
(3) A summary financial statement need not be sent to any member of the company who does not wish to receive the statement.
(4) Copies of the documents referred to in section 203(1) must be sent to any member of the company who wishes to receive them.
(5) The summary financial statement must be derived from the company’s annual financial statements or consolidated financial statements, and directors’ statement and must be in such form and contain such information as may be specified by regulations.[36/2014]
(6) Every summary financial statement must —(a)
state that it is only a summary of information in the company’s annual financial statements or consolidated financial statements, and directors’ statement; and
(b)
contain a statement by the company’s auditors (if any) of their opinion as to whether the summary financial statement is consistent with the financial statements or consolidated financial statements, and the directors’ statement and complies with the requirements of this section and any regulations made under subsection (9).[36/2014]
(6A) The directors of the company must ensure that the summary financial statements comply with the requirements referred to in subsections (5) and (6).[36/2014]
(7) If default is made in complying with this section other than subsection (6A) or any regulations made under subsection (9), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014]
(8) [Deleted by Act 36 of 2014]
(9) The Minister may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a member of the company wishes to receive copies of the documents referred to in section 203(1) or does not wish to receive the summary financial statement under this section.
Penalty
204.—(1) 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]
(1AA) 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]
(1A) If any director of a company —(a)
fails to comply with any provision of this Division (other than section 201(2), (5) or (16));
(b)
fails to take all reasonable steps to secure compliance by the company with any such provision; or
(c)
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]
(2) 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]
(3) 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 —(a)
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]
(aa)
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]
(b)
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.
(4) 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.
—(1) 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]
(1AA) 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]
(1A) If any director of a company —(a)
fails to comply with any provision of this Division (other than section 201(2), (5) or (16));
(b)
fails to take all reasonable steps to secure compliance by the company with any such provision; or
(c)
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]
(2) 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]
(3) 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 —(a)
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]
(aa)
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]
(b)
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.
(4) 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.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
