Companies Act 1967 · 2020 Revised Edition · Part 6 · Financial Statements and Audit
201. Financial statements and consolidated financial statements
Last amended by an amending law of 2025. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
The directors of every company must lay before the company at its annual general meeting the financial statements for the financial year in respect of which the annual general meeting is held.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Subject to subsections (12) to (15A), the financial statements mentioned in subsection (1) must comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the company.
financial statements
“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
[Deleted by Act 15 of 2017]
[Deleted by Act 15 of 2017]
Subject to subsections (12) to (15A), the directors of a company that is a parent company at the end of its financial year need not comply with subsection (1) but must cause to be made out and laid before the company at its annual general meeting —
parent company
“parent company” means a company that is required under the Accounting Standards to prepare financial statements in relation to a group;
consolidated financial statements dealing with the financial position and performance of the group for the financial year in respect of which the annual general meeting is held; and
a balance sheet dealing with the state of affairs of the parent 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 parent company.
[Deleted by Act 15 of 2017]
The directors must (before the financial statements mentioned in subsection (1) and the balance sheet mentioned in subsection (5)(b) are made out) take reasonable steps —
balance sheet
“balance sheet”, in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards;
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;
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 —
those assets to be written down to an amount which they might be expected so to realise; or
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
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 financial statements such information and explanations as will prevent the financial statements from being misleading by reason of the overstatement of the amount of that asset.
The financial statements must 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 must be attached to or endorsed upon those financial statements.
annual general meeting
“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
The directors of the company must —
take reasonable steps to ensure that the financial statements are audited as required by this Part not less than 14 days before the annual general meeting of the company, unless all the persons entitled to receive notice of general meetings of the company agree that the financial statements may be audited as required by this Part less than 14 days before the annual general meeting of the company; and
cause to be attached to those financial statements the auditor’s report that is furnished to the directors under section 207(1A).
In subsections (8) and (9), “financial statements”, in relation to a company, means —
in the case where the company is not a parent company — the financial statements required to be laid before the company at its annual general meeting under subsection (1); or
in the case where the company is a parent company — the consolidated financial statements of the group and the balance sheet of the parent company required to be laid before the company at its annual general meeting under subsection (5).
Where at the end of a financial year a company is the subsidiary company of another corporation, the directors of the company must state in, or in a note as a statement annexed to, the financial statements laid before the company at its annual general meeting the name of the corporation which is its ultimate parent corporation.
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;
The financial statements or consolidated financial statements of a company need not comply with all or any of the requirements of the Accounting Standards for the purposes of subsection (1) or (5), if the company has obtained the approval of the Registrar to such non‑compliance.
consolidated financial statements
“consolidated financial statements” has the meaning given by the Accounting Standards;
Where financial statements or consolidated financial statements prepared in accordance with any requirement of the Accounting Standards for the purposes of subsection (1) or (5), would not give a true and fair view of any matter required by this section to be dealt with in the financial statements or consolidated financial statements, the financial statements or consolidated financial statements 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.
Accounting Standards
“Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act;
In the event of any non‑compliance with a requirement of the Accounting Standards mentioned in subsection (13), there must be included in the financial statements or consolidated financial statements, as the case may be —
a statement by the auditor of the company that the auditor agrees that such non‑compliance is necessary for the financial statements or consolidated financial statements (as the case may be) to give a true and fair view of the matter concerned;
particulars of the departure, the reason therefor and its effect, if any; and
such further information and explanations as will give a true and fair view of that matter.
The Minister may, by order in the Gazette, in respect of companies of a specified class or description, substitute the whole or any part of other accounting standards specified in the order for the whole or any part of the Accounting Standards, as specified in the order, and the provisions of this section and sections 207 and 209A apply accordingly in respect of such companies.
The Minister may, by order in the Gazette, exempt the directors of any company that belongs to a specified class or description of companies, from having to ensure that the company’s financial statements or consolidated financial statements comply with all or any of the requirements of the Accounting Standards specified in the order.
The financial statements laid before a company at its general meeting (including any consolidated financial statements annexed to the balance sheet of a parent company) must be accompanied, before the auditor reports on the financial statements under this Part, by a statement signed on behalf of the directors by 2 directors of the company containing the information set out in the Twelfth Schedule.
Any document (other than any financial statements or 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) must not contain any direct or indirect representation that the company has any reserve unless the representation is accompanied —
document
“document” includes summons, order and other legal process, and notice and register;
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
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.
The provisions of this Act relating to the form and content of the statement of directors and the annual financial statements 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 1970.
banking corporation
“banking corporation” means a bank or merchant bank licensed under the Banking Act 1970;
In respect of a company that is registered as a charity or approved as an institution of a public character under the Charities Act 1994, the requirements of this section as to the form and content of a company’s financial statements or consolidated financial statements being in compliance with the Accounting Standards apply subject to any modification prescribed under section 12(1)(f) of that Act in respect of such a company.
registered
“registered” means registered under this Act or any corresponding previous enactment;
For the purposes of subsections (1) and (5), a reference to the preceding financial statements includes the profit and loss account, balance sheet and consolidated accounts required to be laid before the company at its annual general meeting under section 201 in force before 1 July 2015.
profit and loss account
“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;
For the purposes of subsections (1) and (5), a reference to the requirement to lay financial statements before a company includes the laying of the profit and loss account, balance sheet and consolidated accounts prepared in accordance with section 201 in force immediately before 1 July 2015, where such profit and loss account, balance sheet and consolidated accounts have been prepared in respect of a financial year which ended before 1 July 2015.
accounts
“accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance sheets;
Subsection (16) does not apply to any company in respect of any financial year which ended before 1 July 2015; and section 201(5) to (8), (11), (12) and (15) in force immediately before that date continues to apply to such company for that financial year.
Without limiting section 197(2), a company referred to in subsection (22) must, when lodging a return with the Registrar under section 197, attach a copy of the report prepared in accordance with section 201(5) in force immediately before 1 July 2015.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Terms defined in this Act
accounting records
Defined · s 4“accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up;
Accounting Standards
Defined · s 4“Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act;
accounts
Defined · s 4“accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance sheets;
annual general meeting
Defined · s 4“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175;
Authority
Defined · s 4“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;
balance sheet
Defined · s 209A“balance sheet”, in relation to a company, means the balance sheet, by whatever name called, prepared in accordance with the Accounting Standards;
banking corporation
Defined · s 4“banking corporation” means a bank or merchant bank licensed under the Banking Act 1970;
books
Defined · s 4“books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise;
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;
document
Defined · s 4“document” includes summons, order and other legal process, and notice and register;
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;
profit and loss account
Defined · s 4“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
subsidiary company
Defined · s 209A“subsidiary company” means a company that is a subsidiary as defined in the Accounting Standards;
ultimate parent corporation
Defined · s 209A“ultimate parent corporation” means a corporation which is a parent but is not a subsidiary, within the meaning of the Accounting Standards.
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12