Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision (1) — General

Subdivision (2) — Liquidators

Subdivision (3) — Committees of inspection

Subdivision (4) — General powers of Court

Division 3 — Voluntary winding up

Subdivision (1) — Introductory

Subdivision (2) — Provisions applicable only to members’ voluntary winding up

Subdivision (3) — Provisions applicable only to creditors’ voluntary winding up

Subdivision (4) — Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision (1) — General

Subdivision (2) — Proof and ranking of claims

Subdivision (3) — Effect on other transactions

Subdivision (4) — Offences

Subdivision (5) — Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table A Regulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

Accounts, consolidated accounts and directors’ report
201.
—(1)  The directors of every company shall, at a date not later than 18 months after the incorporation of the company and subsequently at least once in every calendar year at intervals of not more than 15 months, lay before the company at its annual general meeting a profit and loss account for the period since the preceding account (or in the case of the first account, since the incorporation of the company) made up to a date —
(a)
in the case of a public company listed or quoted on a securities exchange in Singapore, not more than 43months before the date of the meeting;
3  The Minister has specified the period of “4 months” in substitution of the period of “5 months” referred to in section 201(1)(a) (S 684/2002 — 1st January 2003).
(b)
in the case of any other company, not more than 6 months before the date of the meeting.
[36/2000; 42/2001; S684/2002]
(1A)  Subject to subsections (14) to (14C), the profit and loss account referred to in subsection (1) shall comply with the requirements of the Accounting Standards, and give a true and fair view of the profit and loss of the company for the period of accounting as shown in the accounting and other records of the company.
[36/2000; 12/2002]
(1B)  The Minister may, by order published in the Gazette, specify such other period in substitution of the period referred to in subsection (1)(a) or (b).
[36/2000]
(2)  Notwithstanding subsection (1), the Registrar on application by the company, if for any special reason he thinks fit to do so, may extend the periods of 18 months and 15 months referred to in that subsection and with respect to any year extend the period referred to in subsection (1)(a) or (b), notwithstanding that that period is so extended beyond the calendar year.
[36/2000]
(3)  Subject to subsections (14) to (14C), the directors of every company shall cause to be made out, and to be laid before the company at its annual general meeting with the profit and loss account required by subsection (1) a balance-sheet as at the date to which the profit and loss account is made up being a balance-sheet that complies with the requirements of the Accounting Standards, and gives a true and fair view of the state of affairs of the company as at the end of the period to which it relates.
[13/87; 12/2002]
(3A)  Subject to subsections (14) to (14C), the directors of a company that is a holding company at the end of its financial year need not comply with subsections (1) and (3) but must cause to be made out and laid before the company at its annual general meeting —
(a)
consolidated accounts dealing with the profit or loss and the state of affairs of the company and its subsidiaries for the period beginning from the date the preceding accounts were made up to (or, in the case of first accounts, since the incorporation of the company) and ending on a date —
(i)
in a case where the holding company is a public company listed or quoted on a stock exchange in Singapore, not more than 4 months before the date of the meeting; or
(ii)
in any other case, not more than 6 months before the date of the meeting; and
(b)
a balance-sheet dealing with the state of affairs of the holding 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 holding company.
[12/2002; S213/2003]
(3B)  Subsections (1B) and (2) shall, with the necessary modifications, apply to the periods referred to in subsection (3A)(a)(i) and (ii) as they apply to the periods referred to in subsection (1)(a) and (b).
[12/2002]
(3BA)  Subsection (3A) does not apply to any company in relation to which consolidated accounts are not required under the Accounting Standards, and, for the avoidance of doubt, subsections (1) and (3) shall apply to that company.
[5/2004]
(3C)  The directors shall (before the profit and loss account and balance-sheet referred to in subsections (1), (3) and (3A)(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 accounts such information and explanations as will prevent the accounts from being misleading by reason of the overstatement of the amount of that asset.
[13/87; 12/2002]
(4)  The accounts referred to in subsection (4B) shall 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 shall be attached to or endorsed upon those accounts.
[5/2004]
(4A)  The directors of the company shall take reasonable steps to ensure that the accounts referred to in subsection (4B) are audited as required by this Part not less than 14 days before the annual general meeting of the company and shall cause to be attached to those accounts the auditor’s report that is furnished to the directors under section 207(1A).
[5/2004]
(4B)  In subsections (4) and (4A), “accounts”, in relation to a company, means —
(a)
if the company is not one to which subsection (3A) applies, the profit and loss account and balance-sheet of the company required to be laid before the company at its annual general meeting under subsections (1) and (3); or
(b)
if the company is one to which subsection (3A) applies, the consolidated accounts of the company and its subsidiaries, and the balance-sheet of the company required to be laid before the company at its annual general meeting under subsection (3A).
[5/2004]
(5)  The directors of a company shall cause to be attached to every balance-sheet made out under subsection (3) or (3A)(b) a report made in accordance with a resolution of the directors and signed by not less than 2 of the directors with respect to the profit or loss of the company for the financial year and the state of the company’s affairs as at the end of the financial year.
[62/70; 49/73; 13/87; 12/2002]
(6)  The report to which subsection (5) relates shall state with appropriate details —
(a)
the names of the directors in office at the date of the report;
(b)
to (e) (Deleted by Act 12 of 2002)
(f)
whether at the end of that financial year, there subsist arrangements to which the company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the company was a party, and if so the report shall contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements; and
(g)
as respects each person who, at the end of the financial year, was a director of the company, whether or not (according to the register kept by the company for the purposes of section 164 relating to the obligation of a director of a company to notify it of his interests in shares in, or debentures of, the company and of every other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company) he was, at the end of that year, interested in shares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director.
(h)
to (q) (Deleted by Act 12 of 2002)
[62/70; 12/2002]
(6A)  The directors of a holding company shall cause to be attached to all consolidated accounts made out under subsection (3A), a report made, in accordance with a resolution of the directors, and signed by not less than 2 of them with respect to the profit or loss, and the state of affairs, of the group of companies of the holding company as at the end of the financial year of the holding company, stating —
(a)
the names of the directors of the holding company in office at the date of the report;
(b)
to (f) (Deleted by Act 12 of 2002)
(g)
whether at the end of that financial year, there subsist arrangements to which the holding company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of the holding company to acquire benefits by means of the acquisition of shares in, or debentures of, the company or any other body corporate, or there have, at any time in that year, subsisted such arrangements as aforesaid to which the holding company was a party, and if so the report shall contain a statement explaining the effect of the arrangements and giving the names of the persons who at any time in that year were directors of the holding company and held, or whose nominees held, shares or debentures acquired in pursuance of the arrangements; and
(h)
as respects each person who, at the end of the financial year, was a director of the holding company, whether or not (according to the register kept by the company for the purposes of section 164 relating to the obligation of a director of a company to notify it of his interests in shares in, or debentures of, the company and of every other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company) he was, at the end of that year, interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was then interested and whether or not, according to that register, he was, at the beginning of that year (or, if he was not then a director, when he became a director), interested in shares in, or debentures of, the holding company or any other such body corporate and, if he was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of that year or, as the case may be, when he became a director.
(i)
to (r) (Deleted by Act 12 of 2002)
[13/87; 12/2002]
(7)  The reports referred to in subsections (5) and (6A) shall also contain such additional information as the Minister may prescribe, being information which the Minister considers necessary to facilitate an understanding by members of the company or holding company, as the case may be, of the business of the company or group of companies of the holding company, as the case may be.
[5/2004]
(7A)  For the avoidance of doubt, the additional information referred to in subsection (7) need not relate to the profit or loss or the state of affairs of the company or group of companies of the holding company referred to in subsection (5) or (6A).
[5/2004]
(8)  The directors of a company shall state in the report whether since the end of the previous financial year a director of the company has received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors shown in the accounts or, if the company is a holding company, the consolidated accounts in accordance with the Accounting Standards or the fixed salary of a full-time employee of the company) by reason of a contract made by the company or a related corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest and, if so, the general nature of the benefit.
[62/70; 13/87; 12/2002]
(9)  Every statement, report or other document relating to the affairs of a company or any of its subsidiaries attached to, or included with, a report of the directors laid before the company at its general meeting or sent to the members under section 203 (not being a statement, report or document required by this Act to be laid before the company in general meeting) shall, for the purposes of section 401 be deemed to be part of that last-mentioned report.
[62/70]
(10)  Where at the end of a financial year a company is the subsidiary of another corporation, the directors of the company shall state in, or in a note as a statement annexed to, the company accounts laid before the company at its annual general meeting the name of the corporation which is its ultimate holding company.
[62/70; 15/84; 13/87]
(11)  Where any option has been granted by a company, other than a holding company for which consolidated accounts are required during the period covered by the profit and loss account to take up unissued shares of a company, the report required by subsection (5) shall state —
(a)
[Act 22 of 1993]
(b)
the number and class of shares in respect of which the option has been granted;
(c)
the date of expiration of the option;
(d)
the basis upon which the option may be exercised; and
(e)
whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.
[13/87; 22/93]
(11A)  Where any of the particulars required by subsection (11) have been stated in a previous report, they may be stated by reference to that report.
[13/87]
(11B)  Where a holding company or any of its subsidiaries has at any time granted to a person an option to have shares issued to him in the company or subsidiary, the directors of the holding company shall state in the report made under subsection (6A) the name of the corporation in respect of the shares in which the option was granted and the other particulars required under subsections (11) and (12).
[13/87]
(12)  Each report required by subsections (5) and (6A) shall specify —
(a)
particulars of shares issued during the period to which the report relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period; and
(b)
the number and class of unissued shares of the company under option as at the end of that period, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights, if any, of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company.
[49/73]
(13)  [Act 22 of 1993]
(14)  The accounts or consolidated accounts of a company need not comply with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A), if the company has obtained the approval of the Registrar to such non-compliance.
[12/2002]
(14A)  Where accounts or consolidated accounts prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1), (3) or (3A) would not give a true and fair view of any matter required by this section to be dealt with in the accounts or consolidated accounts, the accounts or consolidated accounts 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.
[12/2002]
(14B)  In the event of any non-compliance with a requirement of the Accounting Standards referred to in subsection (14A), there shall be included in the accounts or consolidated accounts, as the case may be —
(a)
a statement by the auditor of the company that he agrees that such non-compliance is necessary for the accounts or consolidated accounts, 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.
[12/2002]
(14C)  The Minister may, by order published in the Gazette, in respect of companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section and sections 207 and 209A shall apply accordingly in respect of such companies.
[12/2002]
(15)  Every balance-sheet and profit and loss account laid before a company in general meeting (including any consolidated balance-sheet and consolidated profit and loss account annexed to the balance-sheet of a holding company) shall be accompanied, before the auditor reports on the accounts under this Part, by a statement signed on behalf of the directors by 2 directors of the company, stating whether in their opinion —
(a)
the profit and loss account and, where applicable, the consolidated profit and loss account, is or are drawn up so as to give a true and fair view of the results of the business of the company and, if applicable, of all the companies the accounts of which are dealt with in the consolidated profit and loss account for the period covered by the account or accounts;
(b)
the balance-sheet and, where applicable, the consolidated balance-sheet, is or are drawn up so as to exhibit a true and fair view of the state of affairs of the company and, if applicable, of all the companies the affairs of which are dealt with in the consolidated balance-sheet as at the end of that period; and
(c)
at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
[12/2002]
(16)  [Act 13 of 1987]
(17)  Any document (other than 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) shall 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.
(18)  To the extent that any company registered under the Insurance Act (Cap. 142) is required to prepare balance-sheets, revenue accounts and profit and loss accounts in the form prescribed by that Act, the company shall be deemed to have complied with the requirements of this section (other than subsections (1) to (3C)) if its —
(a)
balance-sheet; and
(b)
profit and loss account or (if it is a holding company) consolidated accounts,
are prepared in accordance with that Act.
[12/2002]
(19)  The provisions of this Act relating to the form and content of the report of the directors and the annual balance-sheet and profit and loss account shall 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 (Cap. 186).