Singapore Company Audit Requirements
In Singapore, every registered company is required to file financial statements and have their accounts audited by an external auditors on an annual basis, unless audit exemption criteria are met.
Exemption from Audit Requirements
Effective from 1 July 2015 onwards, the Companies (Amendment) Act allows more companies to qualify for an audit exemption in Singapore.
“Small Companies” are exempted from audit. Companies that are considered as a “small company” for a particular financial year, or are dormant – are exempted from having their financial statements audited for that financial year.
What is a “Small Company”?
Your company is qualified as a small company, if it is a private company during the financial year, and meets at least two of the following three criteria for the immediate past two consecutive financial years:
- Have a total annual revenue not more than S$10 million
- Have total assets not more than S$10 million
- Have the number of employees not more than 50.
If you happen to have a holding or parent company, or subsidiary company, then the whole group has to be considered as a “small group”.
What is a “Small Group”?
If your company meets the criteria of being a small company, but is part of a group (holding and subsidiary companies), the entire group must be considered as a “small group” in order to be eligible for annual audit exemptions.
To be considered as a small group, all the individual companies in the group must meet the definition of a small company, and qualify for at least two of the following three criteria for the immediate past two consecutive financial years:
- The group’s total annual revenue is not more than S$10 million
- The total assets for the group do not exceed S$10 million
- The total number of employees in the group for the financial year is not more than 50.
What happens if my company is no longer qualified to be a small company?
When a company or a group is qualified as a small company or a small group respectively, it continues for subsequent financial years until it is no longer qualified. A small company or a small group is disqualified if:
- The involved company(s) are no longer private company(s) during the financial year
- Does not meet at least two of the three criteria mentioned above for the immediate past two consecutive financial years.
In the case of disqualification, and transition to NOT a small company or a small group, your company’s financial statements and accounts are required to be audited. If you have trouble determining whether or not your company is qualified for audit exemptions, you may consider consulting a qualified accountant to help you determine the eligibility, in order to prevent incurring penalties for your business.
XBRL Requirements for Singapore Registered Companies
As part of the annual compliance, all Singapore incorporated companies, with the exception of dormant companies, are required to file their financial statements in XBRL format to ACRA, even if they are exempted from the annual audit requirements.
ACRA has different XBRL filing requirements for Singapore companies that vary according to the type of company and the size of its operations.
Companies who need to file XBRL:
|Type of Company||Solvency||Required to file XBRL|
|Exempt Private Companies (EPC)*||Solvent||No|
|Exempt Private Companies (EPC)*||Insolvent||Yes|
|NOT an Exempt Private Company||Regardless Solvent or Insolvent||Yes|
|In the business of banking, finance or insurance regulated by MAS||Regardless Solvent or Insolvent||Yes|
What is an Exempt Private Company?
Exempt Private Companies (EPCs) are companies that meets the following 3 main characteristics:
- Have no more than 20 shareholders and;
- Shareholders are all individuals, of which none are corporations.
- Otherwise, the Minister can also gazette the Company as an Exempt Private Company (EPC).
What is Solvent or Insolvency?
A company is deemed as insolvent when the company liabilities is more than its assets, with the exception of small companies with one or 2 directors / shareholders, whose liabilities are due to debt from directors or related parties.
A private company can have not more than 50 members. An exempt private company can be a private company with less than 20 members, and does not have any corporations holding beneficial interest in its shares (whether directly or indirectly). An exempt private company can also be a private company owned by the Government that is declared in the Gazette to be an exempt private company.
- An exempt private company is insolvent if it is unable to meet its debts when they are due. Insolvent EPCs are required to file FS as mentioned above.
- Solvent EPCs only need to make an online declaration of their solvency, and filing FS is voluntary.
How to File XBRL?
If your company is required to file XBRL, there are 2 types of XBRL filings namely:
- Simplified / XBRL Highlights – Applicable only for Smaller Companies*
- Full XBRL – If not classified as Smaller Companies
What is a "Smaller Company"?
When talking about XBRL, there is a new term called “Smaller Companies”. This is not to be confused with “small companies” mentioned above in audit requirements.
Smaller companies are those of which:
- Total annual revenue less than 500k and
- Total assets less than 500k for the financial year
Click here to view full breakdown from ACRA.
For the ease of understanding, you may follow the following summary:
- Firstly, check if your company has met the requirement to file XBRL above.
- Secondly, if your company is required to file XBRL, check which type of XBRL (Simplified or Full XBRL) that your company has to submit.
This would depend on whether the company is a “smaller company” or not.
In conclusion, the above summary is to explain the basic concept of audit requirements and XBRL filings for Singapore companies, and they have been heavily simplified to provide easier understanding.
The preparations of effective and compliant financial statements and XBRL reports may be tedious, time-consuming and confusing. It is best recommended to engage a qualified accountant to assist you with your financial statements reports, to save time and focus more on your core business.