Singapore legislation
Clause 184
Clause 184
New Twelfth and Thirteenth Schedules
The Companies Act is amended by inserting, immediately after the Eleventh Schedule, the following Schedules:“TWELFTH SCHEDULESections 8(7) and 201(16)Contents of directors’ statement
1. A statement as to whether in the opinion of the directors —
the financial statements and, where applicable, the consolidated financial statements are drawn up so as to give a true and fair view of the financial position and performance of the company and, if applicable, of the financial position and performance of the group for the period covered by the financial statements or consolidated financial statements; and
at the date of the statement there are reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.
2. Where any option has been granted by a company, other than a parent company for which consolidated financial statements are required, during the period covered by the financial statements to take up unissued shares of a company —
the number and class of shares in respect of which the option has been granted;
the date of expiration of the option;
the basis upon which the option may be exercised; and
whether the person to whom the option has been granted has any right to participate by virtue of the option in any share issue of any other company.
3. Where any of the particulars required by paragraph 2 have been stated in a previous directors’ statement, they may be stated by reference to that statement.
4. Where a parent company or any of its subsidiary corporations has at any time granted to a person an option to have shares issued to him in the company or subsidiary corporation, the directors’ statement of the parent company must state the name of the corporation in respect of the shares in which the option was granted and the other particulars required under paragraphs 2, 5 and 6.
5. The particulars of shares issued during the period to which the statement relates by virtue of the exercise of options to take up unissued shares of the company, whether granted before or during that period.
6. The number and class of unissued shares of the company under option as at the end of the period to which the statement relates, the price, or method of fixing the price, of issue of those shares, the date of expiration of the option and the rights, if any, of the persons to whom the options have been granted to participate by virtue of the options in any share issue of any other company.
7. The names of the persons who are the directors in office at the date of the statement.
8. Whether at the end of the financial year to which the financial statements or, where the company is a parent company, consolidated financial statements relate —
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, 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.
9. 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.THIRTEENTH SCHEDULESections 8(7) and 205C(5)Criteria for small company and small group
1. For the purposes of section 205C —
a company is a small company if it qualifies as a small company under paragraph 2, 3 or 4, whichever may be applicable, and the company continues to be a small company until it ceases to be a small company under paragraph 5; and (b)a group is a small group if it qualifies as a small group under paragraph 7, 8 or 9, whichever may be applicable, and the group continues to be a small group until it ceases to be a small group under paragraph 10.
2. A company is a small company from a financial year if —
it is a private company throughout the financial year; and
it satisfies any 2 of the following criteria for each of the 2 financial years immediately preceding the financial year:
the revenue of the company for each financial year does not exceed $10 million;
the value of the company’s total assets at the end of each financial year does not exceed $10 million;
it has at the end of each financial year not more than 50 employees.
3. Notwithstanding paragraph 2, where a company has not reached its third financial year after incorporation, a company is a small company —
from its first financial year after incorporation if —
it is a private company throughout its first financial year; and
it satisfies any 2 of the following criteria for its first financial year:
the revenue of the company for its first financial year does not exceed $10 million;
the value of the company’s total assets at the end of its first financial year does not exceed $10 million;
it has at the end of its first financial year not more than 50 employees; or
from its second financial year after incorporation if —
it is a private company throughout its second financial year; and
it satisfies any 2 of the following criteria for its second financial year:
the revenue of the company for its second financial year does not exceed $10 million;
the value of the company’s total assets at the end of its second financial year does not exceed $10 million;
it has at the end of its second financial year not more than 50 employees.
4. Notwithstanding paragraph 2, a company which was incorporated before the date of commencement of section 184 of the Companies (Amendment) Act 2014 (referred to in this Schedule as the appointed day) is a small company —
from the first financial year that commences on or after the appointed day if —
it is a private company throughout the first financial year; and
it satisfies any 2 of the following criteria for the first financial year:
the revenue of the company for the first financial year does not exceed $10 million;
the value of the company’s total assets at the end of the first financial year does not exceed $10 million;
it has at the end of the first financial year not more than 50 employees; or
from the second financial year that commences on or after the appointed day if —
it is a private company throughout the second financial year; and
it satisfies any 2 of the following criteria for the second financial year:
the revenue of the company for the second financial year does not exceed $10 million;
the value of the company’s total assets at the end of the second financial year does not exceed $10 million;
it has at the end of the second financial year not more than 50 employees.
5. Subject to paragraph 6, a small company shall cease to be a small company from a financial year if —
it ceases to be a private company at any time during the financial year; or
it does not satisfy any 2 of the following criteria for each of the 2 consecutive financial years immediately preceding the financial year:
the revenue of the company for each financial year does not exceed $10 million;
the value of the company’s total assets at the end of each financial year does not exceed $10 million;
it has at the end of each financial year not more than 50 employees.
6. Paragraph 5 does not apply —
to a company that has not reached its third financial year after incorporation; or
in the case of a company that was incorporated before the appointed day, to a company that has not reached its third financial year after the appointed day.
7. A group is a small group from a financial year if the group satisfies any 2 of the following criteria for each of the 2 consecutive financial years immediately preceding the financial year: (a)the consolidated revenue of the group for each financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;
the group has at the end of each financial year an aggregate number of employees of not more than 50.
8. Notwithstanding paragraph 7, a group is a small group —
from its first financial year after it is formed if it satisfies any 2 of the following criteria for its first financial year:
the consolidated revenue of the group for its first financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of its first financial year does not exceed $10 million;
the group has at the end of its first financial year an aggregate number of employees of not more than 50; or
from its second financial year after it is formed if it satisfies any 2 of the following criteria for its second financial year:
the consolidated revenue of the group for its second financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of its second financial year does not exceed $10 million;
the group has at the end of its second financial year an aggregate number of employees of not more than 50.
9. Notwithstanding paragraph 7, a group which is formed before the appointed day is a small group —
from the first financial year that commences on or after the appointed day, if it satisfies any 2 of the following criteria for the financial year:
the consolidated revenue of the group for the first financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of the first financial year does not exceed $10 million;
the group has at the end of the first financial year an aggregate number of employees of not more than 50; or
from the second financial year that commences on or after the appointed day if it satisfies any 2 of the following criteria for the second financial year:
the consolidated revenue of the group for the second financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of the second financial year does not exceed $10 million;
the group has at the end of the second financial year an aggregate number of employees of not more than 50.
10. Subject to paragraph 11, a small group shall cease to be a small group from a financial year if it does not satisfy any 2 of the following criteria for 2 consecutive financial years immediately preceding the financial year:
the consolidated revenue of the group for each financial year does not exceed $10 million;
the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;
the group has at the end of each financial year an aggregate number of employees of not more than 50.
11. Paragraph 10 does not apply —
to a group that has not reached its third financial year after it is formed; or
in the case of a group that was formed before the appointed day, to a group that has not reached its third financial year after the appointed day.
12. For the purposes of this Schedule —
the question whether an entity is part of a group is to be decided in accordance with the Accounting Standards; (b)in the case —
where consolidated financial statements are prepared by a parent in relation to a group, the “consolidated total assets” and “consolidated revenue” of the group shall be determined in accordance with the accounting standards applicable to the group; or
where consolidated financial statements are not prepared by a parent in relation to a group —
“consolidated total assets” means the aggregate total assets of all the members of the group; and
“consolidated revenue” means the aggregate revenue of all the members of the group; and
“parent” has the same meaning as in the Accounting Standards, but does not include any entity which is a subsidiary of any other entity within the meaning of the Accounting Standards.
13. For the purposes of this Schedule —
a reference to a company being a small company from a financial year means that the company is a small company for that financial year and every subsequent financial year until it ceases to be a small company under paragraph 5;
a reference to a group being a small group from a financial year means that the group is a small group for that financial year and every subsequent financial year until it ceases to be a small group under paragraph 10.
14. For the avoidance of doubt —
a company that has ceased to be a small company under paragraph 5 may become a small company again if it subsequently qualifies as a small company under paragraph 2; and
a group that has ceased to be a small group under paragraph 10 may become a small group again if it subsequently qualifies as a small group under paragraph 7.”.