Read the document as a historical reform comparison
The table contrasts then-current provisions with new Companies Act sections 205C and the Thirteenth Schedule, 201A, 205AA–205AF, and 202A–202B. It covers audit relief, dormant-company preparation relief, resignation and correction. It is an explanation of reforms and their rationale, not a complete contemporary filing manual. No commencement date, transaction fee or application steps beyond those printed should be inferred from the six-page table.
Small-company audit exemption and the old EPC test
The old exemption applied to an exempt private company with annual revenue of S$5 million or less: at most twenty members and no corporate beneficial share interest. The new small-company test requires private-company status in the relevant year and at least two of three thresholds for the immediately preceding two financial years: annual revenue no more than S$10 million, assets no more than S$10 million and employees no more than fifty. The reform reduces costs while recognising creditors, employees and customers as well as shareholders, using approaches comparable to other jurisdictions.
Groups and continuing qualification
A group member needs both its own small-company eligibility and an entire small group. The group must satisfy at least two quantitative criteria on a consolidated basis for the immediately preceding two consecutive years. Once qualified, a company remains small until it ceases private status at any time in a year or fails at least two criteria over the immediately preceding two consecutive years. A qualified small group similarly continues until failing the two-of-three test for those two years. A single-company assessment cannot bypass consolidated group requirements.
Dormant-company preparation exemption and its exclusions
Section 201A’s relief concerns preparation, not merely audit. A dormant unlisted company other than a listed-company subsidiary must have been dormant since formation or since the end of the previous year, and meet the substantial-assets test. Total assets must not exceed S$500,000 at any time in the financial year; a parent applies this ceiling to consolidated group assets at any time. Dormant listed companies and their subsidiaries, and dormant unlisted companies failing the asset test, still prepare statements but retain dormant audit exemption under the table. This distinction prevents treating every dormant entity as exempt from accounts.
Mid-term auditor resignation and public-interest safeguards
Previously resignation depended on not being sole auditor or a general meeting with a replacement. The reforms permit a non-public-interest company’s auditor, excluding subsidiaries of public-interest companies, to resign by written notice. An auditor of a public-interest company or its subsidiary also needs Registrar consent. Give the company reasons, which it circulates to shareholders unless a court orders otherwise. The source describes public-interest companies as listed/to-be-listed on a Singapore exchange or other prescribed companies, with further categories intended. Consent protects the public interest, while mid-term resignation avoids being trapped by a company refusing a replacement meeting.
Voluntary revision and court-required correction
Sections 202A–202B create an express framework for directors to revise statements that fail the Companies Act, including reporting standards. Consequential changes can be made to summary financial statements or the directors’ statement. The Registrar can seek a court declaration of non-compliance and an order directing revision. The court route complements enforcement; voluntary revision allows diligent directors to correct defects before the next financial period’s statements are prepared. Correction is distinct from silently replacing earlier published numbers without following the framework.
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.
Read the official PDF ↗