Clause 117

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.(2) The requirements referred to in subsection (1) are —

the relevant company has been dormant —

from the time of its formation; or

since the end of the previous financial year; (b)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

the statement referred to 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).(3) A relevant person may by notice in writing 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 notice in writing must be issued to the directors not less than 3 months before the end of the financial year.(4) 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).(5) 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) shall apply in determining whether a relevant company is dormant.(6) This section shall not apply to the directors of any company in respect of a financial year which ended before the date of commencement of section 117 of the Companies (Amendment) Act 2014 and the directors of such company shall 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.(7) Without prejudice to the generality of section 197(2), a company referred to in subsection (6) shall, when lodging a return with the Registrar under section 197, attach a copy of the accounts or consolidated accounts so prepared.Retention of documents laid before company at annual general meeting201AA.—

Every company shall cause to be kept at the company’s registered office, or such other place as the directors think fit —

a copy of each of the documents that was laid before the company at its annual general meeting under section 201 for a period of not less than 5 years after the date of the annual general meeting, being a date on or after the date of commencement of section 117 of the Companies (Amendment) Act 2014; or

if the company has dispensed with the holding of its annual general meeting under section 175A —

a copy of the financial statements; or

in the case of a parent company, a copy of the consolidated financial statements and balance‑sheet (including every document required by law to be attached thereto),and a copy of the auditors’ report where such financial statements or consolidated financial statements are duly audited, that were sent to all persons entitled to receive notice of general meetings of the company in accordance with section 203(1) for a period of not less than 5 years after the date on which the documents were sent, being a date on or after the date of commencement of section 117 of the Companies (Amendment) Act 2014.(2) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months and also to a default penalty.(3) The Registrar or an authorised officer may at any time require the company to furnish any document kept under subsection (1), and may, without fee or reward, inspect, make copies of or extracts from such document.(4) Any person who —

without lawful excuse, refuses to produce any document required of him by the Registrar or an authorised officer under subsection (3); or

assaults, obstructs, hinders or delays the Registrar or the authorised officer in the course of inspecting or making copies or extracts from the document,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.(5) In this section, “authorised officer” means an officer of the Authority authorised by the Registrar for the purposes of this section.”.