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Audit Exemption for Smaller Singapore Companies

To reduce business costs of startups and small businesses in Singapore and in line with the practices of other jurisdiction such as Australia, for financial periods starting from 15 May 2003, the requirement for audit of annual accounts has been waived for (i) companies which are dormant and (ii) exempt private companies with annual turnover of less than S$5 million. This is good news for most small to medium-size enterprises.

Although your firm may be exempted from the audit requirement under the new law, your statutory duties under the Act remain unchanged. You are still required to:

  • Maintain proper accounting records and prepare financial statements that comply with the Singapore Financial Reporting Standards.
  • Present annual accounts at the Annual General Meeting (“AGM”) of the shareholders. An AGM has to be held once in every calendar year and not more than six months from the end of the financial year or within fifteen months from the preceding AGM, whichever is earlier. As before, you are required to prepare balance sheet, profit and loss account, statement of changes in equity, cash flow statement, notes to financial statements, and directors’ report.
  • Upon conclusion of the AGM, a company is required to lodge with the Registrar of Companies its annual accounts together with an Annual Return within one month from the date of the AGM. In the case of an exempt private company which is solvent at all relevant times, there is no need to file the accounts with the Registrar. In lieu of the accounts, such exempt private company will have to file a certificate in the prescribed form signed by the officers of the Company.
  • File the annual accounts with the Inland Revenue Authority of Singapore for income tax purposes.

The Inland Revenue Authority of Singapore has issued a circular advising corporate tax payers to file their tax returns accompanied by un-audited financial statements that fully comply with the Singapore Financial Reporting Standards. Failure to comply may result in rejection of the tax returns and penalties. Penalties may also be imposed if accounts are not prepared on time.

For dormant companies, notwithstanding the audit exemption provided under the Companies Act as above, a shareholder holding at least 5% of the issued share capital or the Registrar of Companies has the right to require a dormant company to obtain an audit of its accounts. A company is dormant if no accounting transaction occurs during the financial year/period concerned. Certain transactions, for example, subscription of shares for the purpose of incorporation of a company, appointment of company secretary and auditors, maintenance of registered office, keeping of registers and minute book and payment of fees to the Registrar of Companies are not considered to be accounting transactions.

An exempt private company with an annual turnover of less than S$5 million is also exempted from having its accounts audited. An exempt private company is a private company which has not more than 20 members and none of its shares is held directly or indirectly by any corporation.

Companies that may be exempt from audit can still choose to have their accounts audited with certain benefits in mind that include:

  • To facilitate the sale and purchase of businesses
  • To help deter and detect fraud and errors
  • To comply with banking covenants

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