Singapore requires a Directors’ Statement, not the directors’ report of other jurisdictions. It carries specific statutory confirmations, including the directors’ opinion that the company **will be able to pay its debts as and when they fall due**. That is a substantive judgement with personal consequences, not a form of words.
Directors’ Statement
Accompanying the financial statements
Singapore requires a Directors’ Statement, not the directors’ report of other jurisdictions. It carries specific statutory confirmations, including the directors’ opinion that the company will be able to pay its debts as and when they fall due. That is a substantive judgement with personal consequences, not a form of words.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| Financial year ended | [DATE] |
| Reporting framework | [SFRS / SFRS for Small Entities / SFRS(I)] |
| Audit position | [Audited by ______ / Exempt as a small company] |
| Statement approved by the Board on | [DATE] |
| Signed by | [NAME] and [NAME], directors |
| Sent to members on | [DATE] |
Statement
[COMPANY NAME]
(Incorporated in the Republic of Singapore) — UEN: [UEN]
DIRECTORS’ STATEMENT
For the financial year ended [DATE]
The directors present their statement to the members together with the audited financial statements of the Company for the financial year ended [DATE].
1. Opinion of the directors
In the opinion of the directors:
(a)the financial statements of the Company are drawn up so as to give a true and fair view of the financial position of the Company as at [DATE] and of the financial performance, changes in equity and cash flows of the Company for the financial year then ended; and
(b)at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
2. Directors
The directors of the Company in office at the date of this statement are:
| Name | Appointed | Resigned | Note |
|---|---|---|---|
| [NAME] | [DATE] | — | [Ordinarily resident in Singapore] |
| [NAME] | [DATE] | — | |
| [NAME] | [DATE] | [DATE] | Resigned during the year |
3. Arrangements to enable directors to acquire benefits
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, [other than as disclosed in note ______ in respect of the Company’s employee share scheme].
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Singapore requires a statement containing specific statutory confirmations. Documents headed "Directors’ Report" and containing a narrative business review are drawn from another jurisdiction’s requirements and will not contain the confirmations the Act actually requires.
Paragraph 1(b) is a statement that there are reasonable grounds to believe the company can pay its debts as they fall due, made **at the date of the statement** — not at the year end. Directors who sign it without considering the current position take on real exposure, and wrongful trading consequences follow the director personally.
Annexure A exists so the confirmation rests on something. Where a company later fails, the question will be what the directors knew and considered when they signed. A retained cash flow forecast, sensitivity and conclusion is a materially better answer than recollection.
Where solvency depends on a parent or shareholder continuing to fund the company, get it in writing, check whether it is legally binding or merely a comfort letter, and satisfy yourselves that the supporter is itself able to perform. An undocumented assurance from a shareholder is the weakest possible foundation for a solvency confirmation.
Disclosure covers not only shares held directly but interests deemed to be held — through a spouse, a family member, or a company the director controls. Directors routinely report their direct holding and omit the deemed one. The register of directors’ shareholdings is the source; make sure it is current.
The statement should identify directors in office at the date of the statement, and disclosure of movements during the year is expected. Omitting a director who resigned mid-year is a common and easily avoided error.
Grants, exercises, lapses and the outstanding balance must agree to the scheme register. Companies operating an option scheme informally, without a maintained register, cannot produce this reliably and usually discover the gap during the audit.
Small company status must be tested each year against the criteria, in each of the two preceding financial years, and separately for the group where applicable. A company that grew through the thresholds and did not notice will find the statement asserting an exemption it no longer has.
An unaudited company still prepares financial statements, still produces a Directors’ Statement, still sends both to members and still files. The saving is the audit, not the reporting.
The statement must be signed on behalf of the board, generally by at least two directors, or by the sole director where the company has one. An unsigned or undated statement circulated with the accounts is a defect that auditors and registries both notice.
The solvency confirmation speaks as at the date of signing, so events between year end and signature matter — a lost customer, a facility withdrawn, a dispute crystallising. Check 10 requires the review to run to the signing date, not the balance sheet date.
Transactions with directors and connected parties requiring disclosure in the notes are usually already recorded in the interests register. Reconciling the two is quicker than reconstructing related party transactions from the ledger, and more complete.
Which framework applies — the full standards, the standards for small entities, or the international-equivalent framework — affects both preparation and disclosure. Confirm the applicable framework each year rather than continuing with whatever was used at incorporation.
The statement and financial statements must be sent to members within the prescribed period and filed with the annual return in the required format. Preparing them and never circulating them, which happens in owner-managed companies, misses the point of the obligation.
Reflects Singapore law current as of {{DATE OF USE}}. Required content of the Directors’ Statement, small company thresholds, reporting frameworks and filing formats under the Companies Act 1967 all change — have the statement prepared with your accountant or company secretary, and take advice before signing the solvency confirmation where the company is loss-making or dependent on external support.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.