Statute Details
- Title: Companies (Relief for Company Directors under section 202(2)) Order 2024
- Act Code: CoA1967-S953-2024
- Legislation Type: Subsidiary Legislation (SL)
- Enacting / Authorising Act: Companies Act 1967 (specifically section 202(2))
- SL Number: S 953/2024
- Commencement: 9 December 2024
- Current status (as provided): Current version as at 27 March 2026
- Key Provisions:
- Paragraph 1: Citation and commencement
- Paragraph 2: Relief from compliance with the content requirements of directors’ statement (Twelfth Schedule, item 9), subject to a member-consent declaration
- Made by: Registrar of Companies, Singapore
- Date made: 5 December 2024
What Is This Legislation About?
The Companies (Relief for Company Directors under section 202(2)) Order 2024 (“Order”) is a targeted regulatory relief measure under the Companies Act 1967. In essence, it allows certain companies to omit specific information from the directors’ statement that they are required to include in relation to their financial reporting and related filings.
Under the Companies Act 1967, directors’ statements must contain prescribed information. The Twelfth Schedule to the Act sets out detailed content requirements, including “item 9”. This Order provides a mechanism for directors of specified classes of companies to be relieved from the obligation to include the Twelfth Schedule item 9 information in the directors’ statement.
Importantly, the relief is not unconditional. The Order requires a declaration by the directors that every member of the company has consented to the directors’ statement not containing the Twelfth Schedule item 9 information. This ensures that the omission is grounded in member approval, thereby balancing regulatory flexibility with shareholder/member protection.
What Are the Key Provisions?
1. Citation and commencement (Paragraph 1)
Paragraph 1 provides the formal title of the Order and states that it comes into operation on 9 December 2024. For practitioners, the commencement date matters because it determines whether the relief can be relied upon for directors’ statements prepared and filed on or after that date.
2. Relief from compliance with directors’ statement content (Paragraph 2(1))
Paragraph 2(1) is the operative relief provision. It states that the directors of a company are relieved from complying with the requirement that the directors’ statement must contain the information set out in item 9 of the Twelfth Schedule to the Companies Act 1967, but only for companies falling within the specified classes:
- a private company; and
- a public company (other than a listed company).
This is a narrow carve-out. Listed public companies are excluded from the relief, meaning they remain subject to the full Twelfth Schedule item 9 content requirement (unless another separate exemption applies under the Act or other subsidiary legislation).
3. Condition: member consent declaration (Paragraph 2(2))
The relief in Paragraph 2(1) is conditional. Under Paragraph 2(2), the directors must declare in the directors’ statement that every member of the company has consented to the directors’ statement not containing the Twelfth Schedule item 9 information.
From a compliance perspective, this condition is central. It effectively converts what would otherwise be a strict statutory content requirement into a consent-based approach. The directors’ statement must therefore include a declaration reflecting unanimous member consent.
4. Definition of “directors’ statement” (Paragraph 2(3))
Paragraph 2(3) clarifies that “directors’ statement” has the meaning given by section 209A of the Companies Act 1967. This cross-reference is important because it prevents ambiguity about what document is being referred to. Practitioners should ensure they are applying the relief to the correct statutory “directors’ statement” as defined in the Act, rather than to other company statements, reports, or disclosures.
How Is This Legislation Structured?
The Order is structured in a simple, two-paragraph format:
- Paragraph 1 (Citation and commencement): identifies the Order and sets the effective date.
- Paragraph 2 (Relief from compliance with content of directors’ statement): provides the substantive relief, identifies the eligible company classes, sets the condition (member consent declaration), and defines the term “directors’ statement” by reference to section 209A of the Companies Act 1967.
There are no additional parts, schedules, or complex procedural steps in the extract provided. The entire regulatory effect is concentrated in Paragraph 2.
Who Does This Legislation Apply To?
The Order applies to directors of eligible companies—specifically:
- private companies; and
- public companies that are not listed companies.
It is the directors who are “relieved” from compliance with the Twelfth Schedule item 9 content requirement. However, the relief is conditioned on the directors making a declaration in the directors’ statement that every member has consented to the omission.
Accordingly, the practical impact is felt by corporate governance and filing processes within eligible companies. Even though the Order is framed as a relief for directors, it effectively requires member-level decision-making (or at least member-level consent) before the directors can lawfully omit the Twelfth Schedule item 9 information.
Why Is This Legislation Important?
This Order matters because it provides targeted flexibility in statutory corporate reporting. The directors’ statement is a formal document with prescribed content. By allowing eligible companies to omit a specific item (Twelfth Schedule item 9), the Order can reduce administrative burden and streamline preparation of directors’ statements—provided the consent condition is met.
From a legal risk standpoint, the consent condition is also a safeguard. It ensures that the omission is not merely a technical convenience but is supported by unanimous member consent. For practitioners, this means the compliance work does not disappear; it shifts from “must include item 9 information” to “must obtain and evidence every member’s consent and make the required declaration.”
In practice, lawyers advising eligible companies should focus on three issues:
- Eligibility: confirm whether the company is a private company or a public company that is not listed. If the company is listed, the relief does not apply under this Order.
- Scope of omission: ensure the directors’ statement omits only the Twelfth Schedule item 9 information (and not other required content).
- Consent mechanics: ensure that “every member” has consented and that the directors can truthfully declare that consent has been obtained. This may require careful review of the company’s membership register, shareholding structure, and any circumstances affecting membership (e.g., transfers, disputes, or timing of consents relative to the directors’ statement).
Finally, because the Order is a subsidiary legislation made under section 202(2), it reflects the Registrar’s delegated power to grant relief from certain statutory requirements. Practitioners should therefore treat it as a formal legal basis for omission, not as a general policy discretion. If the conditions are not satisfied, directors may be exposed to compliance breaches relating to the directors’ statement content.
Related Legislation
- Companies Act 1967 (including section 202(2) and section 209A)
- Twelfth Schedule to the Companies Act 1967 (notably item 9)
- Companies Act 1967 – Timeline (as referenced in the legislation interface)
Source Documents
This article provides an overview of the Companies (Relief for Company Directors under section 202(2)) Order 2024 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.