Companies Act 1967 · 2020 Revised Edition · Part 6 · Financial Statements and Audit
201A. Certain dormant companies exempted from duty to prepare financial statements
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
Subject to subsection (3), the directors of a dormant relevant company are exempt from the requirements of section 201 for a financial year if the requirements set out in subsection (2) are satisfied.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
The requirements referred to in subsection (1) are —
that the relevant company has been dormant —
from the time of its formation; or
since the end of the previous financial year;
that the directors of the relevant company have lodged with the Registrar a statement by the directors that —
the company has been dormant for the period set out in paragraph (a)(i) or (ii), as the case may be;
no notice has been received under subsection (3) in relation to the financial year; and
the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199; and
that the statement mentioned in paragraph (b) has been lodged with the Registrar at the same time that the annual return is required to be lodged under section 197(1).
A relevant person may by written notice require the directors of a dormant relevant company to comply with any or all of the requirements of section 201 in respect of a financial year but the written notice must be issued to the directors not less than 3 months before the end of the financial year.
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;
In subsection (3), “relevant person” means —
the Registrar;
one or more members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares); or
not less than 5% of the total number of members of the company (excluding the company itself if it is registered as a member).
For the purposes of this section —
“relevant company” means a company —
which is not a listed company or a subsidiary company of a listed company;
whose total assets at any time during the financial year in question does not exceed —
$500,000 in value; or
such other amount as may be prescribed in substitution by the Minister; and
which, if it is a parent company (which is not itself a subsidiary company of another corporation), belongs to a group the consolidated total assets of which at any time during the financial year in question does not exceed —
$500,000 in value; or
such other amount as may be prescribed in substitution by the Minister; and
section 205B(2) and (3) applies in determining whether a relevant company is dormant.
This section does not apply to the directors of any company in respect of a financial year which ended before 3 January 2016 and the directors of such company must prepare the accounts or consolidated accounts for that financial year and lay the accounts or consolidated accounts of the company at its annual general meeting for that financial year, in accordance with Part VI in force immediately before that date.
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;
Without limiting section 197(2), a company referred to in subsection (6) must, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared.
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
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;
annual return
Defined · s 4“annual return” means the return required to be lodged under section 197(1);
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
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;
listed
Defined · s 4“listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
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;
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;
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