Financial statements: Filing requirements & exemptions

Your company meets the substantial assets test

You need to meet either criterion to pass the substantial assets test:

• Your total assets at any time during the financial year did not exceed $500,000.

• As a parent company, the consolidated total assets of your group at any time during the financial year did not exceed $500,000.

Your company has been dormant from either:

• The time of formation

• The end of the previous financial year

A company is considered dormant when it has no significant accounting transactions during the financial year.

An accounting transaction is one that affects the financial statements of a company.

Your company is not a:

• Listed company; or

• Subsidiary of a listed company

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EPC requirements

You need to meet either requirement:

• Private company: You have fewer than 20 members and no corporation holds beneficial interest in your shares (directly or indirectly).

• Government-owned company: You are a private company owned by the Government and declared an EPC by Gazette.

Solvency assessment

You are solvent where you can meet your debts as and when they are due.

Note: You need to make an online declaration of solvency when you file your annual return.

What is a smaller company

A smaller company is one where both conditions are met:

• Revenue for the current financial year does not exceed $500,000

• Total assets for the current financial year do not exceed $500,000

Smaller company: How to assess revenue and total assets

Base your assessment on the financial statements you need to prepare under the Companies Act.

If your company has subsidiary, associate or joint venture, use consolidated figures.

This applies unless your company is exempt from preparing consolidated financial statements under the accounting standards or by ACRA.

Apply the $500,000 threshold regardless of your financial year length

For financial statements in foreign currency: Translate revenue using average rates over the financial year and total assets using the closing rate at financial year-end.

What is a non-publicly accountable company

Your company is non-publicly accountable if it is:

• Not a listed company

• Not a banking and payment system entity

• Not an insurance entity

• Not a capital market infrastructure provider

• Not a capital markets intermediary

• Not any other regulated entity

Check the criteria for non-publicly accountable companies below for more information.

Listed company

You must not be any of these:

• Listed or in the process of issuing debt or equity instruments for trading on a Singapore securities exchange

• A company with securities listed on an exchange outside Singapore

Banking and payment system entity

You must not be any of these:

• Bank or merchant bank licensed under the Banking Act (Chapter 19) when section 24 of the Banking (Amendment) Act 2020 relating to merchant banks come into force

• Financial institution approved under section 28 of the Monetary Authority of Singapore Act (Chapter 186)

• Operator of payment systems designated under section 42 of the Payment Services Act (PSA) (Act 2 of 2019)

• Settlement institution of designated payment systems under section 42 of the PSA

• Persons that have in force a standard payment institution licence granted under section 6 of the PSA

• Persons that have in force a major payment institution licence granted or deemed to have been granted under section 6 of the PSA

• Licensed finance company

Insurance entity

You must not be any of these:

• Licensed insurer

• Foreign insurer under Lloyd's Asia Scheme

• Registered insurance broker

Capital market infrastructure provider

You must not be any of these:

• Approved holding company

• Approved exchange

• Recognised market operator

• Approved clearing house

• Recognised clearing house under the Securities and Futures Act (Chapter 289) (SFA)

Capital markets intermediary

You must not be any of these:

• Holder of capital market services licences

• Licensed financial adviser

• Registered fund management company

• Licensed trust company

• Approved trustee for collective investment schemes

Other regulated entities

You must not be any of these:

• Licensed trade repository

• Authorised and exempt benchmark administrator under the SFA

• Operator of the Central Depository System under the SFA

• Trustee-manager of listed registered business trusts

• Designated financial holding company under the Financial Holding Companies Act

• Licensed credit bureau under the Credit Bureau Act