Historical phase and scope
The six-page table identifies selected Phase 1 amendments effective on 1 July 2015 under the Companies (Amendment) Act 2014. It is not the complete Act or a current consolidated law. Its six topics use then-current versus amended comparisons, with background explanations and cross-references to Phase 2 and phased-implementation FAQs. The reference to an April 2015 IS Chartered Accountant article identifies additional reading, not an extra rule reproduced in this PDF.
Executive employment compensation: all three conditions
Under amended section 168, shareholder approval is unnecessary only if the payment does not exceed the executive director’s total emoluments for the immediately preceding year, termination is based on an existing company–director agreement, and payment particulars are disclosed to shareholders before payment. The ordinary loss-of-office rule otherwise requires disclosure and approval, subject to other statutory exceptions. The new exception recognises the board’s employee-appointment role while preserving a cap and advance transparency; it is not unconditional freedom to compensate directors.
Financial assistance and all four new exceptions
Section 76 removes the share-acquisition financial-assistance prohibition for private companies but retains it for public companies and their subsidiaries. For those retained cases, the table lists four new exceptions: assistance not materially prejudicing the company/shareholders or ability to pay creditors, subject to prescribed conditions; winding-up distributions; bonus-share allotments; and redeemable-share redemption under the constitution. Do not assume private status alone qualifies where the entity is a public-company subsidiary, or treat the first exception as dispensing with its additional conditions.
Small-company and small-group audit eligibility
The old EPC test combined revenue at most S$5 million, no more than twenty members and no corporate beneficial shareholding. The new test needs private status and at least two of revenue at most S$10 million, assets at most S$10 million, and employees at most fifty for the immediately preceding two years. A group company must itself qualify and belong to a small group meeting the same two-of-three criteria on a consolidated basis for the preceding two consecutive years. Once qualified, status continues until private status is lost at any time in a year or two-year quantitative criteria fail; the group continues until the two-year test fails.
Audit relief leaves accounting records and shareholder rights
All companies still keep proper accounting records. Shareholders with at least 5% of voting rights retain the ability described in the source to require audited accounts. The broader thresholds consider creditors, employees and customers as well as shareholders, reducing costs for entities without wide market impact. Audit exemption should therefore not be described as exemption from every accounting or governance obligation.
Mid-term auditor resignation and public interest
Sections 205AA–205AF allow a non-public-interest company’s auditor, excluding a public-interest company’s subsidiary, to resign by written notice. Public-interest companies and subsidiaries need ACRA consent before the term ends, allowing intervention where public interest requires. Examples given are SGX-listed companies, financial institutions and large charities/institutions of public character. The source explains that valid-circumstance guidelines would be issued; it does not reproduce them. The change avoids trapping an auditor when the company refuses to hold a replacement meeting, while protecting companies from an unfair sudden vacancy.
Pre-1967 bearer warrants and the two-year transition
Amended section 66 phases out outstanding bearer share warrants issued before 29 December 1967. Holders receive two years from the amendment’s effectiveness to surrender them for cancellation and registration of their names in the member register; companies cancel those not surrendered. This addresses an over-forty-year transitional arrangement and international ownership-transparency expectations. It concerns those historical bearer warrants, not a general prohibition on every modern warrant instrument.
Employee preferential payment: the new moving cap
Under section 328, wages/salaries followed by retrenchment and ex-gratia payments had priority over other unsecured creditors, capped at the lower of five months’ salary or S$7,500. The change specifies a subsidiary-legislation ceiling of the lower of five months’ salary or five times the Employment Act Part IV non-workman salary cap. The former S$7,500 derived from the 1993 monthly S$1,500 cap. Linking the formula to the statutory cap permits automatic updates when that cap changes; the PDF does not supply a present-day cap to substitute into the formula.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
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