Appointment and remuneration of auditors
205.—(1) The directors of a company must, within 3 months after incorporation of the company, appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the first annual general meeting.[36/2014]
(2) A company must at each annual general meeting of the company appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the next annual general meeting of the company.[36/2014]
(3) Subject to subsections (7) and (8) and section 205AF, the directors may appoint an accounting entity to fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving or continuing auditor or auditors (if any) may act.[36/2014]
(4) An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise.
(5) Where special notice of a resolution to remove an auditor is received by a company —(a)
it must immediately send a copy of the notice to the auditor concerned and to the Registrar; and
(b)
the auditor may, within 7 days after the receipt by the auditor of the copy of the notice, make representations in writing to the company (not exceeding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the company to every member of the company to whom notice of the meeting is sent.
(6) Unless the Registrar on the application of the company otherwise orders, the company must send a copy of the representations as so requested and the auditor may, without affecting the auditor’s right to be heard orally, require that the representations be read out at the meeting.
(7) Where an auditor of a company is removed from office pursuant to subsection (4) at a general meeting of the company —(a)
the company may, at the meeting, by a resolution passed by a majority of not less than three‑fourths of such members of the company as being entitled to do so vote in person or, where proxies are allowed, by proxy immediately appoint another accounting entity nominated at the meeting as auditor; or
(b)
the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the company may, by ordinary resolution, appoint another accounting entity as auditor, being an accounting entity notice of whose nomination as auditor has, at least 10 days before the resumption of the adjourned meeting, been received by the company.[36/2014]
(8) A company must, immediately after the removal of an auditor from office pursuant to subsection (4), give written notice of the removal to the Registrar and, if the company does not appoint another auditor under subsection (7), the Registrar may appoint an auditor.[36/2014]
(9) An auditor appointed pursuant to subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the company.
(10) If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the application in writing of any member of the company make the appointment.
(11) Subject to subsection (7), an accounting entity is not capable of being appointed auditor of a company at an annual general meeting unless it held office as auditor of the company immediately before the meeting or notice of its nomination as auditor was given to the company by a member of the company not less than 21 days before the meeting.[36/2014]
(12) Where notice of nomination of an accounting entity as an auditor of a company is received by the company whether for appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company must, not less than 7 days before the adjourned meeting or the annual general meeting, send a copy of the notice to the accounting entity nominated, to each auditor (if any) of the company and to each person entitled to receive notice of general meetings of the company.[36/2014]
(12A) Where a company need not hold an annual general meeting for a financial year because of section 175A(1) and the auditor or auditors of the company is or are to be appointed by a resolution by written means under section 184A by virtue of section 175A(10), references in subsections (11) and (12) to the date of an annual general meeting are references to the time —(a)
agreement to that resolution is sought in accordance with section 184C; or
(b)
documents referred to in section 183(3A) in respect of the resolution are served or made accessible in accordance with section 183(3A),
as the case may be.
[15/2017]
(13) If, after notice of nomination of an accounting entity as an auditor of a company has been given to the company, the annual general meeting of the company is called for a date 21 days or less after the notice has been given, subsection (11) does not apply in relation to the accounting entity and, if the annual general meeting is called for a date not more than 7 days after the notice has been given and a copy of the notice is, at the time notice of the meeting is given, sent to each person to whom, under subsection (12), it is required to be sent, the company is deemed to have complied with that subsection in relation to the notice.[36/2014]
(14) [Deleted by Act 36 of 2014]
(15) [Deleted by Act 36 of 2014]
(16) The fees and expenses of an auditor of a company —(a)
in the case of an auditor appointed by the company at a general meeting — must be fixed by the company in general meeting or, if so authorised by the members at the last preceding annual general meeting, by the directors; and
(b)
in the case of an auditor appointed by the directors or by the Registrar under this section or under section 205AF — may be fixed by the directors or by the Registrar, as the case may be, and, if not so fixed, must be fixed as provided in paragraph (a) as if the auditor had been appointed by the company.[36/2014]
(17) If default is made in complying with this section, the company and every director 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.
—(1) The directors of a company must, within 3 months after incorporation of the company, appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the first annual general meeting.[36/2014]
(2) A company must at each annual general meeting of the company appoint an accounting entity or accounting entities to be the auditor or auditors of the company, and any auditor or auditors so appointed hold office, subject to this section, until the conclusion of the next annual general meeting of the company.[36/2014]
(3) Subject to subsections (7) and (8) and section 205AF, the directors may appoint an accounting entity to fill any casual vacancy in the office of auditor of the company, but while such a vacancy continues the surviving or continuing auditor or auditors (if any) may act.[36/2014]
(4) An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise.
(5) Where special notice of a resolution to remove an auditor is received by a company —(a)
it must immediately send a copy of the notice to the auditor concerned and to the Registrar; and
(b)
the auditor may, within 7 days after the receipt by the auditor of the copy of the notice, make representations in writing to the company (not exceeding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the company to every member of the company to whom notice of the meeting is sent.
(6) Unless the Registrar on the application of the company otherwise orders, the company must send a copy of the representations as so requested and the auditor may, without affecting the auditor’s right to be heard orally, require that the representations be read out at the meeting.
(7) Where an auditor of a company is removed from office pursuant to subsection (4) at a general meeting of the company —(a)
the company may, at the meeting, by a resolution passed by a majority of not less than three‑fourths of such members of the company as being entitled to do so vote in person or, where proxies are allowed, by proxy immediately appoint another accounting entity nominated at the meeting as auditor; or
(b)
the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the company may, by ordinary resolution, appoint another accounting entity as auditor, being an accounting entity notice of whose nomination as auditor has, at least 10 days before the resumption of the adjourned meeting, been received by the company.[36/2014]
(8) A company must, immediately after the removal of an auditor from office pursuant to subsection (4), give written notice of the removal to the Registrar and, if the company does not appoint another auditor under subsection (7), the Registrar may appoint an auditor.[36/2014]
(9) An auditor appointed pursuant to subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the company.
(10) If the directors do not appoint an auditor or auditors as required by this section, the Registrar may on the application in writing of any member of the company make the appointment.
(11) Subject to subsection (7), an accounting entity is not capable of being appointed auditor of a company at an annual general meeting unless it held office as auditor of the company immediately before the meeting or notice of its nomination as auditor was given to the company by a member of the company not less than 21 days before the meeting.[36/2014]
(12) Where notice of nomination of an accounting entity as an auditor of a company is received by the company whether for appointment at an adjourned meeting under subsection (7) or at an annual general meeting, the company must, not less than 7 days before the adjourned meeting or the annual general meeting, send a copy of the notice to the accounting entity nominated, to each auditor (if any) of the company and to each person entitled to receive notice of general meetings of the company.[36/2014]
(12A) Where a company need not hold an annual general meeting for a financial year because of section 175A(1) and the auditor or auditors of the company is or are to be appointed by a resolution by written means under section 184A by virtue of section 175A(10), references in subsections (11) and (12) to the date of an annual general meeting are references to the time —(a)
agreement to that resolution is sought in accordance with section 184C; or
(b)
documents referred to in section 183(3A) in respect of the resolution are served or made accessible in accordance with section 183(3A),
as the case may be.
[15/2017]
(13) If, after notice of nomination of an accounting entity as an auditor of a company has been given to the company, the annual general meeting of the company is called for a date 21 days or less after the notice has been given, subsection (11) does not apply in relation to the accounting entity and, if the annual general meeting is called for a date not more than 7 days after the notice has been given and a copy of the notice is, at the time notice of the meeting is given, sent to each person to whom, under subsection (12), it is required to be sent, the company is deemed to have complied with that subsection in relation to the notice.[36/2014]
(14) [Deleted by Act 36 of 2014]
(15) [Deleted by Act 36 of 2014]
(16) The fees and expenses of an auditor of a company —(a)
in the case of an auditor appointed by the company at a general meeting — must be fixed by the company in general meeting or, if so authorised by the members at the last preceding annual general meeting, by the directors; and
(b)
in the case of an auditor appointed by the directors or by the Registrar under this section or under section 205AF — may be fixed by the directors or by the Registrar, as the case may be, and, if not so fixed, must be fixed as provided in paragraph (a) as if the auditor had been appointed by the company.[36/2014]
(17) If default is made in complying with this section, the company and every director 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.
Certain companies exempt from obligation to appoint auditors
205A.—(1) Despite section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors, are exempt from section 205(1) or (2), as the case may be.(2) Where a company ceases to be so exempt, the company must appoint a person or persons to be auditor or auditors of the company at any time before the next annual general meeting; and the auditors so appointed hold office until the conclusion of that meeting.
(3) If default is made in complying with subsection (2), the company and every director 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.
—(1) Despite section 205, a company which is exempt from audit requirements under section 205B or 205C, and its directors, are exempt from section 205(1) or (2), as the case may be.
(2) Where a company ceases to be so exempt, the company must appoint a person or persons to be auditor or auditors of the company at any time before the next annual general meeting; and the auditors so appointed hold office until the conclusion of that meeting.
(3) If default is made in complying with subsection (2), the company and every director 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.
Resignation of non‑public interest company auditors
205AA.—(1) An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which the auditor was appointed by giving the company a notice of resignation in writing.[36/2014]
(2) Where a notice of resignation is given under subsection (1), the auditor’s term of office expires —(a)
at the end of the day on which notice is given to the company; or
(b)
if the notice specifies a time on a later day for the purpose, at that time.[36/2014]
(3) Within 14 days beginning on the date on which a company receives a notice of resignation under subsection (1), the company must lodge with the Registrar a notification of that fact in such form as the Registrar may require.[36/2014]
(4) In this section and sections 205AB, 205AC and 205AF —“non‑public interest company” means a company other than a public interest company;
“public interest company” means a company which is listed or in the process of issuing its debt or equity instruments for trading on an approved exchange in Singapore, or such other company as the Minister may prescribe.[36/2014; 4/2017]
—(1) An auditor of a non‑public interest company (other than a company which is a subsidiary company of a public interest company) may resign before the end of the term of office for which the auditor was appointed by giving the company a notice of resignation in writing.[36/2014]
(2) Where a notice of resignation is given under subsection (1), the auditor’s term of office expires —(a)
at the end of the day on which notice is given to the company; or
(b)
if the notice specifies a time on a later day for the purpose, at that time.[36/2014]
(3) Within 14 days beginning on the date on which a company receives a notice of resignation under subsection (1), the company must lodge with the Registrar a notification of that fact in such form as the Registrar may require.[36/2014]
(4) In this section and sections 205AB, 205AC and 205AF —“non‑public interest company” means a company other than a public interest company;
“public interest company” means a company which is listed or in the process of issuing its debt or equity instruments for trading on an approved exchange in Singapore, or such other company as the Minister may prescribe.[36/2014; 4/2017]
Resignation of auditor of public interest company or subsidiary company of public interest company
205AB.—(1) An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which the auditor was appointed, if —(a)
the auditor has applied for consent from the Registrar to the resignation and provided a written statement of the auditor’s reasons for resigning and, at or about the same time as the application, notified the company in writing of the application to the Registrar and provided the company with the written statement of the auditor’s reasons for resigning; and
(b)
the consent of the Registrar has been given.[36/2014]
(2) The Registrar must, as soon as practicable after receiving the application from an auditor under subsection (1), notify the auditor and the company whether it consents to the resignation of the auditor.[36/2014]
(3) A statement made by an auditor in an application to the Registrar under subsection (1)(a) or in answer to an inquiry by the Registrar relating to the reasons for the application —(a)
is not admissible in evidence in any civil or criminal proceedings against the auditor; and
(b)
subject to subsection (4), may not be made the ground of a prosecution, an action or a suit against the auditor,
and a certificate by the Registrar that the statement was made in the application or in the answer to the inquiry by the Registrar is conclusive evidence that the statement was so made.
[36/2014]
(4) Despite subsection (3), the statement referred to therein may be used in any disciplinary proceedings commenced under the Accountants Act 2004 against the auditor.[36/2014]
(5) The resignation of an auditor of a public interest company, or subsidiary company of a public interest company, takes effect —(a)
on the day (if any) specified for the purpose in the notice of resignation;
(b)
on the day on which the Registrar notifies the auditor and the company of the Registrar’s consent to the resignation; or
(c)
on the day (if any) fixed by the Registrar for the purpose,
whichever last occurs.
[36/2014]
—(1) An auditor of a public interest company, or a subsidiary company of a public interest company, may by giving the company a notice of resignation in writing, resign before the end of the term of office for which the auditor was appointed, if —(a)
the auditor has applied for consent from the Registrar to the resignation and provided a written statement of the auditor’s reasons for resigning and, at or about the same time as the application, notified the company in writing of the application to the Registrar and provided the company with the written statement of the auditor’s reasons for resigning; and
(b)
the consent of the Registrar has been given.[36/2014]
(2) The Registrar must, as soon as practicable after receiving the application from an auditor under subsection (1), notify the auditor and the company whether it consents to the resignation of the auditor.[36/2014]
(3) A statement made by an auditor in an application to the Registrar under subsection (1)(a) or in answer to an inquiry by the Registrar relating to the reasons for the application —(a)
is not admissible in evidence in any civil or criminal proceedings against the auditor; and
(b)
subject to subsection (4), may not be made the ground of a prosecution, an action or a suit against the auditor,
and a certificate by the Registrar that the statement was made in the application or in the answer to the inquiry by the Registrar is conclusive evidence that the statement was so made.
[36/2014]
(4) Despite subsection (3), the statement referred to therein may be used in any disciplinary proceedings commenced under the Accountants Act 2004 against the auditor.[36/2014]
(5) The resignation of an auditor of a public interest company, or subsidiary company of a public interest company, takes effect —(a)
on the day (if any) specified for the purpose in the notice of resignation;
(b)
on the day on which the Registrar notifies the auditor and the company of the Registrar’s consent to the resignation; or
(c)
on the day (if any) fixed by the Registrar for the purpose,
whichever last occurs.
[36/2014]
Written statement to be disseminated unless application to Court made
205AC.—(1) Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the notice of resignation and the written statement of the auditor’s reasons for resigning (called in this section and sections 205AD and 205AE the written statement) send a copy of the written statement to every member of the company.[36/2014; 40/2019]
(2) Copies of the written statement need not be sent out if an application is made to the Court within 14 days, beginning on the date on which the company received the written statement, by either the company or any other person who claims to be aggrieved by the written statement, for a determination that the auditor has abused the use of the written statement or is using the provisions of this section to secure needless publicity for defamatory matter.[36/2014; 40/2019]
(3) In the case where an application is made under subsection (2) by —(a)
the company — the company must give notice of the application to the auditor of the company; or
(b)
any other person — that person must give notice of the application to the company and the auditor of the company.[36/2014]
(4) If default is made in complying with subsection (1), the company and every director 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.[36/2014]
—(1) Where an auditor of a public interest company, or a subsidiary company of a public interest company, gives the company a notice of resignation under section 205AB, the company must within 14 days after receiving the notice of resignation and the written statement of the auditor’s reasons for resigning (called in this section and sections 205AD and 205AE the written statement) send a copy of the written statement to every member of the company.[36/2014; 40/2019]
(2) Copies of the written statement need not be sent out if an application is made to the Court within 14 days, beginning on the date on which the company received the written statement, by either the company or any other person who claims to be aggrieved by the written statement, for a determination that the auditor has abused the use of the written statement or is using the provisions of this section to secure needless publicity for defamatory matter.[36/2014; 40/2019]
(3) In the case where an application is made under subsection (2) by —(a)
the company — the company must give notice of the application to the auditor of the company; or
(b)
any other person — that person must give notice of the application to the company and the auditor of the company.[36/2014]
(4) If default is made in complying with subsection (1), the company and every director 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.[36/2014]
Court may order written statement not to be sent out
205AD.—(1) This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor.[36/2014]
(2) If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the Court —(a)
must direct that copies of the written statement are not to be sent under section 205AC(1); and
(b)
may order the auditor, though not a party to the application, to pay the applicant’s costs on the application in whole or in part.[36/2014]
(3) If the Court gives directions under subsection (2)(a), the company must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to —(a)
every member of the company; and
(b)
unless already named as a party to the proceedings, the auditor who gave the written statement.[36/2014]
(4) If the Court decides not to grant the application, the company must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons —(a)
give notice of the decision to the auditor who has given the written statement; and
(b)
send a copy of the written statement to every member of the company and to that auditor.[36/2014]
(5) If default is made in complying with subsection (3) or (4), the company and every director 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.[36/2014]
—(1) This section applies if an application has been made under section 205AC(2) in relation to a written statement given by an auditor.[36/2014]
(2) If the Court is satisfied that the auditor has abused the use of the written statement or is using the written statement to secure needless publicity for any defamatory matter, the Court —(a)
must direct that copies of the written statement are not to be sent under section 205AC(1); and
(b)
may order the auditor, though not a party to the application, to pay the applicant’s costs on the application in whole or in part.[36/2014]
(3) If the Court gives directions under subsection (2)(a), the company must, within 14 days beginning on the date on which the directions are given send a notice setting out the effect of the directions to —(a)
every member of the company; and
(b)
unless already named as a party to the proceedings, the auditor who gave the written statement.[36/2014]
(4) If the Court decides not to grant the application, the company must, within 14 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reasons —(a)
give notice of the decision to the auditor who has given the written statement; and
(b)
send a copy of the written statement to every member of the company and to that auditor.[36/2014]
(5) If default is made in complying with subsection (3) or (4), the company and every director 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.[36/2014]
Privilege against defamation
205AE. A person is not liable to any action for defamation at the suit of any person —(a)
in the absence of malice, in respect of the publication of the written statement to the member of the company pursuant to section 205AC(1); or
(b)
in respect of the publication of the written statement to the member of the company pursuant to section 205AD(4)(b).[36/2014]
Appointment of new auditor in place of resigning auditor
205AF.—(1) Subject to subsection (3), if —(a)
an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or
(b)
an auditor of a public interest company, or a subsidiary company of a public interest company, gives notice of resignation under section 205AB(1), and the Registrar approves the resignation of the auditor under section 205AB(2),
the directors of the company in question —
(c)
must call a general meeting of the company as soon as is practicable, and in any case not more than 3 months after the date of the auditor’s resignation, for the purpose of appointing an auditor in place of the auditor who desires to resign or has resigned; and
(d)
upon appointment of the new auditor, must lodge with the Registrar a notification of such appointment within 14 days of the appointment.[36/2014]
(2) If the directors of a company fail to appoint an auditor in place of the auditor who desires to resign or has resigned, the Registrar may, on the application in writing of any member of the company, make the appointment.[36/2014]
(3) Subsections (1) and (2) do not apply if the financial statements of the company are not required to be audited under this Act, or where the resigning auditor is not the sole auditor of the company.[36/2014]
(4) An auditor appointed pursuant to subsection (1) or (2) must, unless the auditor is removed or resigns, hold office until the conclusion of the next annual general meeting of the company.[36/2014]
(5) If default is made in complying with subsection (1), the company and every director 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.[36/2014]
—(1) Subject to subsection (3), if —(a)
an auditor of a non‑public interest company (other than a subsidiary company of a public interest company) gives notice of resignation under section 205AA(1); or
(b)
an auditor of a public interest company, or a subsidiary company of a public interest company, gives notice of resignation under section 205AB(1), and the Registrar approves the resignation of the auditor under section 205AB(2),
the directors of the company in question —
(c)
must call a general meeting of the company as soon as is practicable, and in any case not more than 3 months after the date of the auditor’s resignation, for the purpose of appointing an auditor in place of the auditor who desires to resign or has resigned; and
(d)
upon appointment of the new auditor, must lodge with the Registrar a notification of such appointment within 14 days of the appointment.[36/2014]
(2) If the directors of a company fail to appoint an auditor in place of the auditor who desires to resign or has resigned, the Registrar may, on the application in writing of any member of the company, make the appointment.[36/2014]
(3) Subsections (1) and (2) do not apply if the financial statements of the company are not required to be audited under this Act, or where the resigning auditor is not the sole auditor of the company.[36/2014]
(4) An auditor appointed pursuant to subsection (1) or (2) must, unless the auditor is removed or resigns, hold office until the conclusion of the next annual general meeting of the company.[36/2014]
(5) If default is made in complying with subsection (1), the company and every director 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.[36/2014]
Dormant company exempt from audit requirements
205B.—(1) A company is exempt from audit requirements if —(a)
it has been dormant from the time of its formation; or
(b)
it has been dormant since the end of the previous financial year.
(2) A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction.
(3) For the purpose of subsection (2), transactions of a company arising from any of the following are to be disregarded:(a)
the taking of shares in the company by a subscriber to the constitution pursuant to an undertaking of the subscriber in the constitution;
(b)
the appointment of a secretary of the company under section 171;
(c)
the appointment of an auditor under section 205;
(d)
the maintenance of a registered office under sections 142, 143 and 144;
(e)
the keeping of registers and books under sections 88, 131, 173, 189 and 191;
(f)
the payment of any fee or charge (including any fee, penalty or interest for late payment) payable under any written law;
(fa)
the payment of any composition amount payable under section 409B or any other written law;
(fb)
the payment or receipt by the company of such nominal sum not exceeding such amount as may be prescribed;
(g)
such other matter as may be prescribed.[36/2014]
(4) Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) —(a)
the copies of the financial statements or consolidated financial statements and balance sheet of the company to be sent under section 203 need not be audited;
(b)
section 203 has effect with the omission of any reference to the auditor’s report or a copy of the report;
(c)
copies of an auditor’s report need not be laid before the company in a general meeting; and
(d)
the annual return of the company to be lodged with the Registrar must be accompanied by a statement by the directors —(i)
that the company is a company referred to in subsection (1)(a) or (b) as at the end of the financial year;
(ii)
that no notice has been received under subsection (6) in relation to that financial year; and
(iii)
as to whether the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199.[36/2014]
(5) Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it thereupon ceases to be so exempt; but it remains so exempt in relation to accounts for the financial year in which it was dormant throughout.
(6) Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (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) may, by written notice to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.
(7) Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates.
(8) In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1).
—(1) A company is exempt from audit requirements if —(a)
it has been dormant from the time of its formation; or
(b)
it has been dormant since the end of the previous financial year.
(2) A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction.
(3) For the purpose of subsection (2), transactions of a company arising from any of the following are to be disregarded:(a)
the taking of shares in the company by a subscriber to the constitution pursuant to an undertaking of the subscriber in the constitution;
(b)
the appointment of a secretary of the company under section 171;
(c)
the appointment of an auditor under section 205;
(d)
the maintenance of a registered office under sections 142, 143 and 144;
(e)
the keeping of registers and books under sections 88, 131, 173, 189 and 191;
(f)
the payment of any fee or charge (including any fee, penalty or interest for late payment) payable under any written law;
(fa)
the payment of any composition amount payable under section 409B or any other written law;
(fb)
the payment or receipt by the company of such nominal sum not exceeding such amount as may be prescribed;
(g)
such other matter as may be prescribed.[36/2014]
(4) Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) —(a)
the copies of the financial statements or consolidated financial statements and balance sheet of the company to be sent under section 203 need not be audited;
(b)
section 203 has effect with the omission of any reference to the auditor’s report or a copy of the report;
(c)
copies of an auditor’s report need not be laid before the company in a general meeting; and
(d)
the annual return of the company to be lodged with the Registrar must be accompanied by a statement by the directors —(i)
that the company is a company referred to in subsection (1)(a) or (b) as at the end of the financial year;
(ii)
that no notice has been received under subsection (6) in relation to that financial year; and
(iii)
as to whether the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199.[36/2014]
(5) Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it thereupon ceases to be so exempt; but it remains so exempt in relation to accounts for the financial year in which it was dormant throughout.
(6) Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (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) may, by written notice to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.
(7) Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates.
(8) In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1).
Small company exempt from audit requirements
205C.—(1) Subject to subsections (3), (4) and (6), a company that is a small company in respect of a financial year is exempt from audit requirements for that financial year.[36/2014]
(2) Section 205B(4), (6) and (7) applies, with the necessary modifications, to a small company so exempt.[36/2014]
(3) Subsection (1) does not apply to a parent company unless the parent company —(a)
is a small company; and
(b)
is part of a small group.[36/2014]
(4) Subsection (1) does not apply to a subsidiary company unless the subsidiary company —(a)
is a small company; and
(b)
is part of a small group.[36/2014]
(5) In this section, “small company” and “small group” have the meanings given in the Thirteenth Schedule.[36/2014]
(6) This section does not apply to a company with respect to its financial statements for a financial year commencing before 1 July 2015 and such a company must prepare its accounts or consolidated accounts and its directors must lay them at its annual general meeting in accordance with Part VI in force immediately before that date.[36/2014]
(7) Without limiting section 197(2), a company mentioned 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 subsections (3), (4) and (6), a company that is a small company in respect of a financial year is exempt from audit requirements for that financial year.[36/2014]
(2) Section 205B(4), (6) and (7) applies, with the necessary modifications, to a small company so exempt.[36/2014]
(3) Subsection (1) does not apply to a parent company unless the parent company —(a)
is a small company; and
(b)
is part of a small group.[36/2014]
(4) Subsection (1) does not apply to a subsidiary company unless the subsidiary company —(a)
is a small company; and
(b)
is part of a small group.[36/2014]
(5) In this section, “small company” and “small group” have the meanings given in the Thirteenth Schedule.[36/2014]
(6) This section does not apply to a company with respect to its financial statements for a financial year commencing before 1 July 2015 and such a company must prepare its accounts or consolidated accounts and its directors must lay them at its annual general meeting in accordance with Part VI in force immediately before that date.[36/2014]
(7) Without limiting section 197(2), a company mentioned 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]
Registrar may require company exempt from audit requirements to lodge audited financial statements
205D. 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 —(a)
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
(b)
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]
Auditors’ remuneration
206.—(1) If a company is served with a notice sent by or on behalf of —(a)
at least 5% of the total number of members of the company; or
(b)
the holders in aggregate of not less than 5% of the total number of issued shares of the company (excluding treasury shares),
requiring particulars of all emoluments paid to or receivable by the auditor of the company or any person who is a partner or employer or employee of the auditor, by or from the company or any subsidiary corporation in respect of services other than auditing services rendered to the company, the company must immediately —
(c)
prepare or cause to be prepared a statement showing particulars of all emoluments paid to the auditor or other person and of the services in respect of which the payments have been made for the financial year immediately preceding the service of such notice;
(d)
forward a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)
lay such statement before the company in general meeting.[36/2014]
(1A) Without affecting subsection (1), a public company must, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has been compromised, and the outcome of the review must be sent to all persons entitled to receive notice of general meetings of the company.
(2) If default is made in complying with this section, the company and every director 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.
—(1) If a company is served with a notice sent by or on behalf of —(a)
at least 5% of the total number of members of the company; or
(b)
the holders in aggregate of not less than 5% of the total number of issued shares of the company (excluding treasury shares),
requiring particulars of all emoluments paid to or receivable by the auditor of the company or any person who is a partner or employer or employee of the auditor, by or from the company or any subsidiary corporation in respect of services other than auditing services rendered to the company, the company must immediately —
(c)
prepare or cause to be prepared a statement showing particulars of all emoluments paid to the auditor or other person and of the services in respect of which the payments have been made for the financial year immediately preceding the service of such notice;
(d)
forward a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
(e)
lay such statement before the company in general meeting.[36/2014]
(1A) Without affecting subsection (1), a public company must, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of its auditor to determine whether the independence of the auditor has been compromised, and the outcome of the review must be sent to all persons entitled to receive notice of general meetings of the company.
(2) If default is made in complying with this section, the company and every director 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.
Powers and duties of auditors as to reports on financial statements
207.—(1) An auditor of a company must report to the members —(a)
on the financial statements required to be laid before the company in general meeting and on the company’s accounting and other records relating to those financial statements; and
(b)
where the company is a parent company for which consolidated financial statements are prepared, on the consolidated financial statements.[36/2014]
(1A) A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence is committed by an auditor under this subsection if the directors have not submitted the financial statements for audit as required under this Part in sufficient time, having regard to the complexity of the financial statements, for the auditor to make the auditor’s report.[36/2014]
(2) An auditor must, in a report under this section, state —(a)
whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements are in the auditor’s opinion —(i)
in compliance with the requirements of the Accounting Standards; and
(ii)
give a true and fair view of —(A)
the financial position and performance of the company; and
(B)
if consolidated financial statements are required, the financial position and performance of the group;
(aa)
if the financial statements or consolidated financial statements do not comply with any requirement of the Accounting Standards and the non‑compliance is neither —(i)
approved by the Registrar under section 201(12); nor
(ii)
allowed under an order by the Minister under section 201(15A),
whether the non‑compliance is, in the opinion of the auditor, necessary for the financial statements or consolidated financial statements to give a true and fair view of any matter required by section 201 to be dealt with in them;
[Act 24 of 2025 wef 06/05/2026]
(b)
whether the accounting and other records required by this Act to be kept by the company and, if it is a parent company, by the subsidiary corporations other than those of which the auditor has not acted as auditor have been, in the auditor’s opinion, properly kept in accordance with this Act;
(c)
[Deleted by Act 5 of 2004]
(d)
any defect or irregularity in the financial statements or consolidated financial statements and any matter not set out in the financial statements or consolidated financial statements without regard to which a true and fair view of the matters dealt with by the financial statements or consolidated financial statements would not be obtained; and
(e)
if the auditor is not satisfied as to any matter referred to in paragraph (a), (aa) or (b), the auditor’s reasons for not being so satisfied.[36/2014]
(3) It is the duty of an auditor of a company to form an opinion as to each of the following matters:(a)
whether the auditor has obtained all the information and explanations that the auditor required;
(b)
whether proper accounting and other records, excluding registers, required to be kept under section 199(1), have been kept by the company as required by this Act;
(c)
whether the returns received from branch offices of the company are adequate;
(d)
[Deleted by Act 36 of 2014]
(e)
where consolidated financial statements are prepared otherwise than as one set of consolidated financial statements for the group, whether the auditor agrees with the reasons for preparing them in the form in which they are prepared, as given by the directors in the financial statements,
and the auditor must state in the auditor’s report particulars of any deficiency, failure or shortcoming in respect of any matter referred to in this subsection.
[36/2014]
(4) An auditor is not required to form an opinion in the auditor’s report as to whether the accounting and other records of subsidiary corporations (which are not incorporated in Singapore) of a Singapore parent company have been kept in accordance with this Act.[36/2014]
(5) An auditor of a company has a right of access at all times to the accounting and other records, including registers, of the company, and is entitled to require from any officer of the company and any auditor of a company that is deemed to be related to the company by virtue of section 6 such information and explanations as the auditor desires for the purposes of audit.[Act 24 of 2025 wef 06/05/2026]
(6) An auditor of a parent company for which consolidated financial statements are required has a right of access at all times to the accounting and other records, including registers, of any subsidiary corporation, and is entitled to require from any officer or auditor of any subsidiary corporation, at the expense of the parent company, such information and explanations in relation to the affairs of the subsidiary corporation as the auditor requires for the purpose of reporting on the consolidated financial statements.[36/2014]
(7) The auditor’s report must be attached to or endorsed on the financial statements or consolidated financial statements and must, if any member so requires, be read before the company in general meeting and must be open to inspection by any member at any reasonable time.[36/2014]
(8) An auditor of a company or an agent authorised by the auditor in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which a member is entitled to receive, and to be heard at any general meeting which the auditor attends on any part of the business of the meeting which concerns the auditor in such capacity as auditor.
(9) If an auditor, in the course of the performance of such duties as auditor of a company, is satisfied that —(a)
there has been a breach or non‑observance of any of the provisions of this Act; and
(b)
the circumstances are such that in the auditor’s opinion the matter has not been or will not be adequately dealt with by comment in the auditor’s report on the financial statements or consolidated financial statements or by bringing the matter to the notice of the directors of the company or, if the company is a subsidiary company, of the directors of the parent company,
the auditor must immediately report the matter in writing to the Registrar.
[36/2014]
(9A) Despite subsection (9), if an auditor of a public company or a subsidiary corporation of a public company, in the course of the performance of the auditor’s duties as such, has reason to believe that a serious offence involving fraud or dishonesty is being or has been committed against the company by officers or employees of the company, the auditor must immediately report the matter to the Minister.[36/2014]
(9B) No duty to which an auditor of a company may be subject is to be regarded as having been contravened by reason of the auditor reporting the matter mentioned in subsection (9A) in good faith to the Minister.
(9C) An auditor who is under a legal duty under any other written law to make a report to the Monetary Authority of Singapore in relation to an offence involving fraud or dishonesty that the auditor becomes aware of in the course of the performance of the auditor’s duties as such, is not required to make a report to the Minister under subsection (9A) if the auditor has already made a report in relation to the same offence under that written law to the Monetary Authority of Singapore.
(9D) In subsection (9A), “a serious offence involving fraud or dishonesty” means —(a)
an offence that is punishable by imprisonment for a term that is not less than 2 years; and
(b)
the value of the property obtained or likely to be obtained from the commission of such an offence is not less than $100,000.[36/2014]
(10) The following persons are guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000:(a)
any officer of a company who refuses or fails without lawful excuse to allow an auditor of the company access, in accordance with subsection (5), to any accounting and other records, including registers, of the company in the officer’s custody or control;
(b)
any officer or auditor of a subsidiary corporation who refuses or fails without lawful excuse to allow an auditor of its parent company access, in accordance with subsection (6), to any accounting and other records, including registers, of the subsidiary corporation in the officer’s or auditor’s custody or control;
(c)
any officer of a company or officer or auditor of a subsidiary corporation who refuses or fails without lawful excuse to give any information or explanation as and when required under subsection (5) or (6);
(d)
any officer of a company or any officer or auditor of a subsidiary corporation who otherwise hinders, obstructs or delays an auditor in the performance of the auditor’s duties or the exercise of the auditor’s powers under this section.[Act 24 of 2025 wef 06/05/2026]
(11) The reference to the registers of —(a)
a company in subsection (5);
(b)
a subsidiary corporation of a parent company in subsection (6); or
(c)
a corporation in subsection (10),
does not include any register kept by the company, subsidiary corporation of a parent company or corporation (as the case may be) under Part 11A.
[15/2017]
—(1) An auditor of a company must report to the members —(a)
on the financial statements required to be laid before the company in general meeting and on the company’s accounting and other records relating to those financial statements; and
(b)
where the company is a parent company for which consolidated financial statements are prepared, on the consolidated financial statements.[36/2014]
(1A) A report by an auditor of a company under subsection (1) must be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of section 203(1) in relation to that report but no offence is committed by an auditor under this subsection if the directors have not submitted the financial statements for audit as required under this Part in sufficient time, having regard to the complexity of the financial statements, for the auditor to make the auditor’s report.[36/2014]
(2) An auditor must, in a report under this section, state —(a)
whether the financial statements and, if the company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements are in the auditor’s opinion —(i)
in compliance with the requirements of the Accounting Standards; and
(ii)
give a true and fair view of —(A)
the financial position and performance of the company; and
(B)
if consolidated financial statements are required, the financial position and performance of the group;
(aa)
if the financial statements or consolidated financial statements do not comply with any requirement of the Accounting Standards and the non‑compliance is neither —(i)
approved by the Registrar under section 201(12); nor
(ii)
allowed under an order by the Minister under section 201(15A),
whether the non‑compliance is, in the opinion of the auditor, necessary for the financial statements or consolidated financial statements to give a true and fair view of any matter required by section 201 to be dealt with in them;
[Act 24 of 2025 wef 06/05/2026]
(b)
whether the accounting and other records required by this Act to be kept by the company and, if it is a parent company, by the subsidiary corporations other than those of which the auditor has not acted as auditor have been, in the auditor’s opinion, properly kept in accordance with this Act;
(c)
[Deleted by Act 5 of 2004]
(d)
any defect or irregularity in the financial statements or consolidated financial statements and any matter not set out in the financial statements or consolidated financial statements without regard to which a true and fair view of the matters dealt with by the financial statements or consolidated financial statements would not be obtained; and
(e)
if the auditor is not satisfied as to any matter referred to in paragraph (a), (aa) or (b), the auditor’s reasons for not being so satisfied.[36/2014]
(3) It is the duty of an auditor of a company to form an opinion as to each of the following matters:(a)
whether the auditor has obtained all the information and explanations that the auditor required;
(b)
whether proper accounting and other records, excluding registers, required to be kept under section 199(1), have been kept by the company as required by this Act;
(c)
whether the returns received from branch offices of the company are adequate;
(d)
[Deleted by Act 36 of 2014]
(e)
where consolidated financial statements are prepared otherwise than as one set of consolidated financial statements for the group, whether the auditor agrees with the reasons for preparing them in the form in which they are prepared, as given by the directors in the financial statements,
and the auditor must state in the auditor’s report particulars of any deficiency, failure or shortcoming in respect of any matter referred to in this subsection.
[36/2014]
(4) An auditor is not required to form an opinion in the auditor’s report as to whether the accounting and other records of subsidiary corporations (which are not incorporated in Singapore) of a Singapore parent company have been kept in accordance with this Act.[36/2014]
(5) An auditor of a company has a right of access at all times to the accounting and other records, including registers, of the company, and is entitled to require from any officer of the company and any auditor of a company that is deemed to be related to the company by virtue of section 6 such information and explanations as the auditor desires for the purposes of audit.[Act 24 of 2025 wef 06/05/2026]
(6) An auditor of a parent company for which consolidated financial statements are required has a right of access at all times to the accounting and other records, including registers, of any subsidiary corporation, and is entitled to require from any officer or auditor of any subsidiary corporation, at the expense of the parent company, such information and explanations in relation to the affairs of the subsidiary corporation as the auditor requires for the purpose of reporting on the consolidated financial statements.[36/2014]
(7) The auditor’s report must be attached to or endorsed on the financial statements or consolidated financial statements and must, if any member so requires, be read before the company in general meeting and must be open to inspection by any member at any reasonable time.[36/2014]
(8) An auditor of a company or an agent authorised by the auditor in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting which a member is entitled to receive, and to be heard at any general meeting which the auditor attends on any part of the business of the meeting which concerns the auditor in such capacity as auditor.
(9) If an auditor, in the course of the performance of such duties as auditor of a company, is satisfied that —(a)
there has been a breach or non‑observance of any of the provisions of this Act; and
(b)
the circumstances are such that in the auditor’s opinion the matter has not been or will not be adequately dealt with by comment in the auditor’s report on the financial statements or consolidated financial statements or by bringing the matter to the notice of the directors of the company or, if the company is a subsidiary company, of the directors of the parent company,
the auditor must immediately report the matter in writing to the Registrar.
[36/2014]
(9A) Despite subsection (9), if an auditor of a public company or a subsidiary corporation of a public company, in the course of the performance of the auditor’s duties as such, has reason to believe that a serious offence involving fraud or dishonesty is being or has been committed against the company by officers or employees of the company, the auditor must immediately report the matter to the Minister.[36/2014]
(9B) No duty to which an auditor of a company may be subject is to be regarded as having been contravened by reason of the auditor reporting the matter mentioned in subsection (9A) in good faith to the Minister.
(9C) An auditor who is under a legal duty under any other written law to make a report to the Monetary Authority of Singapore in relation to an offence involving fraud or dishonesty that the auditor becomes aware of in the course of the performance of the auditor’s duties as such, is not required to make a report to the Minister under subsection (9A) if the auditor has already made a report in relation to the same offence under that written law to the Monetary Authority of Singapore.
(9D) In subsection (9A), “a serious offence involving fraud or dishonesty” means —(a)
an offence that is punishable by imprisonment for a term that is not less than 2 years; and
(b)
the value of the property obtained or likely to be obtained from the commission of such an offence is not less than $100,000.[36/2014]
(10) The following persons are guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000:(a)
any officer of a company who refuses or fails without lawful excuse to allow an auditor of the company access, in accordance with subsection (5), to any accounting and other records, including registers, of the company in the officer’s custody or control;
(b)
any officer or auditor of a subsidiary corporation who refuses or fails without lawful excuse to allow an auditor of its parent company access, in accordance with subsection (6), to any accounting and other records, including registers, of the subsidiary corporation in the officer’s or auditor’s custody or control;
(c)
any officer of a company or officer or auditor of a subsidiary corporation who refuses or fails without lawful excuse to give any information or explanation as and when required under subsection (5) or (6);
(d)
any officer of a company or any officer or auditor of a subsidiary corporation who otherwise hinders, obstructs or delays an auditor in the performance of the auditor’s duties or the exercise of the auditor’s powers under this section.[Act 24 of 2025 wef 06/05/2026]
(11) The reference to the registers of —(a)
a company in subsection (5);
(b)
a subsidiary corporation of a parent company in subsection (6); or
(c)
a corporation in subsection (10),
does not include any register kept by the company, subsidiary corporation of a parent company or corporation (as the case may be) under Part 11A.
[15/2017]
Auditors and other persons to enjoy qualified privilege in certain circumstances
208.—(1) An auditor shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s duties as such, whether the statement is made orally or in writing.(2) A person shall not, in the absence of malice on the person’s part, be liable to any action for defamation at the suit of any person in respect of the publication of any document prepared by an auditor in the course of the auditor’s duties and required by this Act to be lodged with the Registrar.
(3) This section does not limit or affect any other right, privilege or immunity that an auditor or other person has as defendant in an action for defamation.
—(1) An auditor shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s duties as such, whether the statement is made orally or in writing.
(2) A person shall not, in the absence of malice on the person’s part, be liable to any action for defamation at the suit of any person in respect of the publication of any document prepared by an auditor in the course of the auditor’s duties and required by this Act to be lodged with the Registrar.
(3) This section does not limit or affect any other right, privilege or immunity that an auditor or other person has as defendant in an action for defamation.
Provisions indemnifying auditors
208A.—(1) Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the company is void.[36/2014]
(2) This section does not prevent a company from indemnifying such auditor against any liability incurred or that will be incurred by the auditor —(a)
in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or in which the auditor is acquitted; or
(b)
in connection with any application under section 76A(13) or 391 or any other provision of this Act, in which relief is granted to the auditor by the court.[36/2014]
—(1) Any provision, whether in the constitution or in any contract with a company or otherwise, for exempting any auditor of the company from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the company is void.[36/2014]
(2) This section does not prevent a company from indemnifying such auditor against any liability incurred or that will be incurred by the auditor —(a)
in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or in which the auditor is acquitted; or
(b)
in connection with any application under section 76A(13) or 391 or any other provision of this Act, in which relief is granted to the auditor by the court.[36/2014]
Duties of auditors to trustee for debenture holders
209.—(1) The auditor of a borrowing corporation must within 7 days after furnishing the corporation with any financial statements or any report, certificate or other document which the auditor is required by this Act or by the debentures or trust deed to give to the corporation, send by post to every trustee for the holders of debentures of the borrowing corporation a copy thereof.[36/2014]
(2) Where, in the performance of the auditor’s duties as auditor of a borrowing corporation, the auditor becomes aware of any matter which is in the auditor’s opinion relevant to the exercise and performance of the powers and duties imposed by this Act or by any trust deed upon any trustee for the holders of debentures of the corporation, the auditor must, within 7 days after so becoming aware of the matter, send by post a report in writing on such matter to the borrowing corporation and a copy thereof to the trustee.
(3) If any person fails to comply with subsection (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
—(1) The auditor of a borrowing corporation must within 7 days after furnishing the corporation with any financial statements or any report, certificate or other document which the auditor is required by this Act or by the debentures or trust deed to give to the corporation, send by post to every trustee for the holders of debentures of the borrowing corporation a copy thereof.[36/2014]
(2) Where, in the performance of the auditor’s duties as auditor of a borrowing corporation, the auditor becomes aware of any matter which is in the auditor’s opinion relevant to the exercise and performance of the powers and duties imposed by this Act or by any trust deed upon any trustee for the holders of debentures of the corporation, the auditor must, within 7 days after so becoming aware of the matter, send by post a report in writing on such matter to the borrowing corporation and a copy thereof to the trustee.
(3) If any person fails to comply with subsection (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
Interpretation of this Part
209A. 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” —(a)
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
(b)
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]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
