Singapore legislation

Schedule 13

of Companies Act 1967

Schedule 13

Criteria for small company and small group

THIRTEENTH SCHEDULESections 8(7) and 205C(5)Criteria for small company and small group

1. For the purposes of section 205C —

(a)

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 —

(a)

it is a private company throughout the financial year; and

(b)

it satisfies any 2 of the following criteria for each of the 2 financial years immediately preceding the financial year:

(i)

the revenue of the company for each financial year does not exceed $10 million;

(ii)

the value of the company’s total assets at the end of each financial year does not exceed $10 million;

(iii)

it has at the end of each financial year not more than 50 employees.

3. Despite paragraph 2, where a company has not reached its third financial year after incorporation, a company is a small company —

(a)

from its first financial year after incorporation if —

(i)

it is a private company throughout its first financial year; and

(ii)

it satisfies any 2 of the following criteria for its first financial year:

(A)

the revenue of the company for its first financial year does not exceed $10 million;

(B)

the value of the company’s total assets at the end of its first financial year does not exceed $10 million;

(C)

it has at the end of its first financial year not more than 50 employees; or

(b)

from its second financial year after incorporation if —

(i)

it is a private company throughout its second financial year; and

(ii)

it satisfies any 2 of the following criteria for its second financial year:

(A)

the revenue of the company for its second financial year does not exceed $10 million;

(B)

the value of the company’s total assets at the end of its second financial year does not exceed $10 million;

(C)

it has at the end of its second financial year not more than 50 employees.

4. Despite paragraph 2, a company which was incorporated before 1 July 2015 is a small company —

(a)

from the first financial year that commences on or after 1 July 2015 if —

(i)

it is a private company throughout the first financial year; and

(ii)

it satisfies any 2 of the following criteria for the first financial year:

(A)

the revenue of the company for the first financial year does not exceed $10 million;

(B)

the value of the company’s total assets at the end of the first financial year does not exceed $10 million;

(C)

it has at the end of the first financial year not more than 50 employees; or

(b)

from the second financial year that commences on or after 1 July 2015 if —

(i)

it is a private company throughout the second financial year; and

(ii)

it satisfies any 2 of the following criteria for the second financial year:

(A)

the revenue of the company for the second financial year does not exceed $10 million;

(B)

the value of the company’s total assets at the end of the second financial year does not exceed $10 million;

(C)

it has at the end of the second financial year not more than 50 employees.

5. Subject to paragraph 6, a small company ceases to be a small company from a financial year if —

(a)

it ceases to be a private company at any time during the financial year; or

(b)

it does not satisfy any 2 of the following criteria for each of the 2 consecutive financial years immediately preceding the financial year:

(i)

the revenue of the company for each financial year does not exceed $10 million;

(ii)

the value of the company’s total assets at the end of each financial year does not exceed $10 million;

(iii)

it has at the end of each financial year not more than 50 employees.

6. Paragraph 5 does not apply —

(a)

to a company that has not reached its third financial year after incorporation; or

(b)

in the case of a company that was incorporated before 1 July 2015, to a company that has not reached its third financial year after that date.

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;

(b)

the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;

(c)

the group has at the end of each financial year an aggregate number of employees of not more than 50.

8. Despite paragraph 7, a group is a small group —

(a)

from its first financial year after it is formed if it satisfies any 2 of the following criteria for its first financial year:

(i)

the consolidated revenue of the group for its first financial year does not exceed $10 million;

(ii)

the value of the consolidated total assets of the group at the end of its first financial year does not exceed $10 million;

(iii)

the group has at the end of its first financial year an aggregate number of employees of not more than 50; or

(b)

from its second financial year after it is formed if it satisfies any 2 of the following criteria for its second financial year:

(i)

the consolidated revenue of the group for its second financial year does not exceed $10 million;

(ii)

the value of the consolidated total assets of the group at the end of its second financial year does not exceed $10 million;

(iii)

the group has at the end of its second financial year an aggregate number of employees of not more than 50.

9. Despite paragraph 7, a group which is formed before 1 July 2015 is a small group —

(a)

from the first financial year that commences on or after 1 July 2015, if it satisfies any 2 of the following criteria for the first financial year:

(i)

the consolidated revenue of the group for the first financial year does not exceed $10 million;

(ii)

the value of the consolidated total assets of the group at the end of the first financial year does not exceed $10 million;

(iii)

the group has at the end of the first financial year an aggregate number of employees of not more than 50; or

(b)

from the second financial year that commences on or after 1 July 2015 if it satisfies any 2 of the following criteria for the second financial year:

(i)

the consolidated revenue of the group for the second financial year does not exceed $10 million;

(ii)

the value of the consolidated total assets of the group at the end of the second financial year does not exceed $10 million;

(iii)

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 ceases 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:

(a)

the consolidated revenue of the group for each financial year does not exceed $10 million;

(b)

the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;

(c)

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 —

(a)

to a group that has not reached its third financial year after it is formed; or

(b)

in the case of a group that was formed before 1 July 2015, to a group that has not reached its third financial year after that date.

12. For the purposes of this Schedule —

(a)

the question whether an entity is part of a group is to be decided in accordance with the Accounting Standards;

(b)

in the case —

(i)

where consolidated financial statements are prepared by a parent in relation to a group, the “consolidated total assets” and “consolidated revenue” of the group are to be determined in accordance with the accounting standards applicable to the group; or

(ii)

where consolidated financial statements are not prepared by a parent in relation to a group —

(A)

“consolidated total assets” means the aggregate total assets of all the members of the group; and

(B)

“consolidated revenue” means the aggregate revenue of all the members of the group; and

(c)

“parent” has the meaning given by 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)

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;

(b)

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. To avoid doubt —

(a)

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

(b)

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.[36/2014]