Companies Act 1967 · 2020 Revised Edition · Part 6 · Financial Statements and Audit
205B. Dormant company exempt from audit requirements
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A company is exempt from audit requirements if —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
it has been dormant from the time of its formation; or
it has been dormant since the end of the previous financial year.
A company is dormant during a period in which no accounting transaction occurs; and the company ceases to be dormant on the occurrence of such a transaction.
For the purpose of subsection (2), transactions of a company arising from any of the following are to be disregarded:
the taking of shares in the company by a subscriber to the constitution pursuant to an undertaking of the subscriber in the constitution;
the appointment of a secretary of the company under section 171;
the appointment of an auditor under section 205;
the maintenance of a registered office under sections 142, 143 and 144;
the keeping of registers and books under sections 88, 131, 173, 189 and 191;
the payment of any fee or charge (including any fee, penalty or interest for late payment) payable under any written law;
the payment of any composition amount payable under section 409B or any other written law;
the payment or receipt by the company of such nominal sum not exceeding such amount as may be prescribed;
such other matter as may be prescribed.
Where a company is, at the end of a financial year, exempt from audit requirements under subsection (1) —
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 copies of the financial statements or consolidated financial statements and balance sheet of the company to be sent under section 203 need not be audited;
section 203 has effect with the omission of any reference to the auditor’s report or a copy of the report;
copies of an auditor’s report need not be laid before the company in a general meeting; and
the annual return of the company to be lodged with the Registrar must be accompanied by a statement by the directors —
that the company is a company referred to in subsection (1)(a) or (b) as at the end of the financial year;
that no notice has been received under subsection (6) in relation to that financial year; and
as to whether the accounting and other records required by this Act to be kept by the company have been kept in accordance with section 199.
Where a company which is exempt from audit requirements under subsection (1) ceases to be dormant, it thereupon ceases to be so exempt; but it remains so exempt in relation to accounts for the financial year in which it was dormant throughout.
audit requirements
“audit requirements” means the requirements of sections 201(8) and (9) and 207;
Any member or members holding not less than 5% of the total number of issued shares of the company (excluding treasury shares) or any class of those shares (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) may, by written notice to the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.
registered
“registered” means registered under this Act or any corresponding previous enactment;
Where a notice is given under subsection (6), the company is not entitled to the exemption under subsection (1) in respect of the financial year to which the notice relates.
In this section, “accounting transaction” means a transaction the accounting or other record of which is required to be kept under section 199(1).
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 return
Defined · s 4“annual return” means the return required to be lodged under section 197(1);
audit requirements
Defined · s 4“audit requirements” means the requirements of sections 201(8) and (9) and 207;
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;
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;
charge
Defined · s 4“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand 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;
constitution
Defined · s 4“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
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;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
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;
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