Audit exemption and XBRL filing are separate requirements. A Singapore company may be exempt from an audit but still need to prepare financial statements and file them with ACRA. Whether XBRL is required depends on the company's legal status, solvency, size and nature of business.
For example, a solvent exempt private company (EPC) is exempt from filing financial statements with ACRA, while a qualifying small private company may be exempt from audit but still have an XBRL filing obligation.
What is the difference between audit, financial statements and XBRL?
Financial statements report a company's financial position and performance. Singapore-incorporated companies must prepare them unless they qualify for the dormant relevant company exemption.
An audit is an independent examination of financial statements by an auditor. A company may qualify for an audit exemption under the small-company or dormant-company rules.
XBRL is the structured electronic format used for certain financial-statement filings with ACRA. Being exempt from audit does not, by itself, exempt a company from filing financial statements or XBRL.
Which companies are exempt from audit?
A private company qualifies for the small-company audit exemption when it satisfies at least two of these three conditions for the immediate past two consecutive financial years:
- Annual revenue of S$10 million or less.
- Total assets of S$10 million or less.
- 50 or fewer full-time employees at the financial year end.
For a newly incorporated company with less than two years of history, the criteria are assessed using its current financial year. If it belongs to a group, both the Singapore company and the group must qualify under the applicable small-company and small-group tests. The group test includes foreign entities and uses consolidated figures.
A dormant company may also qualify for audit exemption under separate rules. Audit exemption is not restricted to EPCs: a private company with corporate shareholders can also qualify as a small company.
Which companies need to file financial statements with ACRA?
The filing requirement is assessed separately from audit exemption. The table below summarises the principal categories for Singapore-incorporated companies.
| Company category | Financial-statement filing | Format |
|---|---|---|
| Dormant relevant company meeting section 201A requirements | No preparation or filing of financial statements required under this exemption. | Not applicable. |
| Solvent exempt private company (EPC) | Exempt from filing financial statements with ACRA. It may file voluntarily. | No mandatory XBRL filing. Voluntary filing can be in the applicable XBRL format or as an authorised PDF. |
| Smaller and non-publicly accountable company required to file, including a qualifying insolvent EPC | Filing required. | Simplified XBRL and a PDF copy of financial statements authorised by the directors. |
| Banking, finance and insurance companies subject to the relevant requirements | Filing required. | XBRL Financial Statements Highlights (FSH) for banks or insurers, and an authorised PDF. |
| Company limited by guarantee, or company using other accounting standards with ACRA approval | Filing required, unless a separate exemption applies. | PDF copy of financial statements authorised by the directors. |
| Other Singapore-incorporated companies required to file, including insolvent EPCs that do not qualify for Simplified XBRL | Filing required. | Full XBRL. |
The company must still file its Annual Return even where it is exempt from filing financial statements. A solvent EPC must make the required solvency declaration as part of that filing.
How do EPC status and solvency affect XBRL filing?
An exempt private company (EPC) is a private company that satisfies the statutory ownership and membership conditions, or qualifies under the applicable government-owned company provision. Our EPC guide explains the criteria.
For financial-statement filing purposes, an EPC is solvent if it can pay its debts as they fall due. An excess of liabilities over assets does not, by itself, settle this assessment.
A solvent EPC is exempt from lodging its financial statements with ACRA. An insolvent EPC must generally file financial statements, with the required XBRL format determined by whether it meets the smaller and non-publicly accountable criteria.
Small company versus smaller company: what is the difference?
ACRA uses two different size tests. They should not be mixed up:
- Small company (audit exemption): a private company that satisfies at least two of the S$10 million revenue, S$10 million assets and 50-employee criteria, subject to the applicable year and group tests.
- Smaller company (Simplified XBRL): revenue of S$500,000 or less and total assets of S$500,000 or less for the current financial year. It must also be non-publicly accountable to qualify for Simplified XBRL.
The S$500,000 thresholds apply regardless of the financial-year length. Where required, subsidiaries, associates and joint ventures are assessed using consolidated figures, subject to the applicable accounting exemptions.
Important distinction: qualifying for the S$10 million small-company audit exemption does not automatically make the company eligible for Simplified XBRL. The XBRL test is separate and substantially narrower.
How do you prepare and file XBRL financial statements?
- Confirm the filing category. Determine whether the company must file financial statements and whether Full XBRL, Simplified XBRL, an FSH template or PDF-only filing applies.
- Prepare the financial statements. Use the financial statements authorised by the directors, with the appropriate accounting standards and required disclosures.
- Prepare and validate the XBRL file. Use ACRA's current BizFinx Preparation Tool, approved accounting software where supported, or a corporate service provider. Resolve genuine validation errors before uploading.
- Upload and complete the Annual Return. Upload the XBRL file where required, attach the authorised PDF where applicable, and submit the Annual Return through Bizfile. ACRA retains uploaded XBRL files for 14 days, so complete the Annual Return within that window.
For the applicable filing requirements, use ACRA's latest financial-statement filing and exemption guidance. The exact category should be checked before preparation, especially for groups, regulated entities and insolvent EPCs.
Need help with your financial statements or XBRL filing?
We can assist with financial-statement preparation and the applicable ACRA filing requirements. If you need these coordinated with your company's Annual Return and tax obligations, see our accounting and compliance services.
