Companies Act 1967 · 2020 Revised Edition · Schedules
Schedule 12 · Contents of directors’ statement
Official textFrom Singapore Statutes Online, unchanged
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
financial statements
“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
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.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
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 —
parent company
“parent company” means a company that is required under the Accounting Standards to prepare financial statements in relation to a group;
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.
share
“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
3. Where any of the particulars required by paragraph 2 have been stated in a previous directors’ statement, or a previous directors’ report that was made for the purposes of section 201(5) or (6A) as in force immediately before 1 July 2015, they may be stated by reference to that statement or report.[Act 24 of 2025 wef 06/05/2026]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 the person 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 —
financial year
“financial year” —(a)in relation to a corporation — means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and(b)in relation to a company — is also to be determined in accordance with section 198;
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 pursuant to the arrangements.
9. As respects each person who, at the end of the financial year, was a director of the company —
director
“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
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 or her 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 or she was, at the end of that year, interested in shares in, or debentures of, the company or any other such body corporate; and
register
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
if he or she was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he or she was then interested and whether or not, according to that register, he or she was, at the beginning of that year (or, if he or she was not then a director, when he or she became a director), interested in shares in, or debentures of, the company or any other such body corporate and, if he or she was, the number and amount of shares in, and debentures of, each body (specifying it) in which, according to that register, he or she was interested at the beginning of that year or (as the case may be) when he or she became a director.[36/2014]
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
consolidated financial statements
Defined · s 209A“consolidated financial statements” has the meaning given by the Accounting Standards;
corporation
Defined · s 4“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
director
Defined · s 4“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
financial statements
Defined · s 209A“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
financial year
Defined · s 4“financial year” —(a)in relation to a corporation — means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not; and(b)in relation to a company — is also to be determined in accordance with section 198;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
parent company
Defined · s 209A“parent company” means a company that is required under the Accounting Standards to prepare financial statements in relation to a group;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
share
Defined · s 4“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
subsidiary corporation
Defined · s 209A“subsidiary corporation” means a corporation that is a subsidiary as defined in the Accounting Standards;