Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
373. Financial statements
Last amended by an amending law of 2025. 5 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
In subsection (1), “financial statements” means —
financial statements
“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside Singapore and the foreign company is required by the rules of the approved exchange or securities exchange (as the case may be) to prepare financial statements — those financial statements; and
in any other case —
where the foreign company prepares financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards — those financial statements;
where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) but prepares financial statements in accordance with the applicable accounting standards as required by the law for the time being in force in the place of the foreign company’s incorporation which are audited or not (as the case may be) in accordance with that law — those financial statements; or
where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) or (ii) — the unaudited summary financial statements of the foreign company.
The financial statements mentioned in subsection (1) must be lodged —
lodged
“lodged” means lodged under this Act or any corresponding previous written law;
in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to table the financial statements at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or
in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore.
The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (1) do not sufficiently disclose the foreign company’s financial position, require the company —
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
to lodge financial statements within such period, in such form and containing such particulars; and
to annex thereto such documents,as the Registrar may by written notice to the company require.
Subsection (4) does not authorise the Registrar to require —
financial statements to contain any particulars; or
the company to annex, attach or to send any documents,that would not be required to be furnished if the company were a public company incorporated under this Act.
The foreign company must comply with the requirements set out in the notice under subsection (4).
In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the following:
a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance sheet was made up;
a duly audited profit and loss account for the last preceding financial year of the company;
a statement of the name of the auditor who audited the documents referred to in paragraph (a) or (b), or both paragraphs (a) and (b), as the case may be.
A foreign company which lodges with the Registrar a duly audited profit and loss account under subsection (7)(b) must ensure that, insofar as is practicable, the profit and loss account complies with the requirements of the Accounting Standards and gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
For the purpose of subsection (7A), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Singapore.
A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar —
an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore; and
an unaudited profit and loss account with respect to the company’s operations in Singapore.
The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the requirements of subsections (3)(b) and (7).
A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company’s operations in Singapore which complies, insofar as is practicable, with section 207.
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;
The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)(a), (b) and (c) if the Registrar is satisfied that —
it is impractical for the foreign company to comply having regard to the nature of the foreign company’s operations in Singapore;
it would be of no real value having regard to the amount involved;
it would involve expense unduly out of proportion to its value; or
it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 6 to be related to the foreign company.
The Registrar may, upon the application of a foreign company, make an order —
relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii), including any aspect relating to the audit of those documents; or
allowing the foreign company to lodge under subsection (1) any other document instead of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii).
The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7) or (7A).
The Registrar may make the order mentioned in subsection (13) or (13A) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.
The Registrar must not make an order under subsection (13) or (13A) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the company.
The Registrar may make an order under subsection (13) or (13A) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.
Without affecting subsections (12), (13), (13A) and (14), the Minister may, by order in the Gazette, in respect of foreign companies of a specified class or description —
substitute other accounting standards for the Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or
exempt foreign companies of a specified class or description from any or all of the requirements of subsection (7) or (7A).
If default is made by a foreign company in complying with this section, other than subsection (7A) —
the company; and
every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default,shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000.
If default is made by a foreign company in complying with subsection (7A) —
the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and
every director or equivalent person, and every authorised representative, of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction —
to a fine not exceeding $250,000; or
if the offence was committed with intent to defraud the creditors of the company or creditors of any other person, or for a fraudulent purpose, to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both.
For the purposes of this section —
a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant on the occurrence of such a transaction; and
an “accounting transaction” means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (7) to be prepared.
Terms defined in this Act
accounting entity
Defined · s 4“accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;
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;
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;
approved exchange
Defined · s 386AB“approved exchange” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
approved exchange in Singapore
Defined · s 4“approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
authorised representative
Defined · s 366“authorised representative”, in relation to a foreign company, means —(a)in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and(b)in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e);
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;
branch register
Defined · s 4“branch register”, in relation to a company, means —(a)a branch register of members of the company kept pursuant to section 196; or(b)a branch register of holders of debentures kept pursuant to section 93,as the case may require;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
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;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
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;
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;
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;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12