Singapore Director Signatures on Audit Reports

Singapore Director Signatures on Audit Reports | Bestar

Singapore Director Signatures on Audit Reports

In Singapore, the law is quite strict regarding financial accountability. Under Section 201(16) of the Companies Act, if a company has two or more directors, the Directors' Statement (which accompanies the financial statements and the audit report) must be signed by at least two directors.

If you are in a situation where only one director is available or willing to sign, you cannot simply "allow" it through a board resolution or a change in the constitution. You must follow a formal legal process.

1. Apply for Relief from ACRA

If you have a valid reason why a second director cannot sign (e.g., the director is uncontactable, medically incapacitated, or there is a severe dispute), the company must apply to the Accounting and Corporate Regulatory Authority (ACRA) for an exemption.

• The Provision: Under Section 202 of the Companies Act, directors can apply for "Relief from requirements as to form and content of financial statements and directors' statement."

  
  

• The Process: 1. Log in to BizFile+. 2. Navigate to Others > General Lodgement. 3. Select Application under Section 202. 4. Attach a formal letter explaining the circumstances and why the second signature cannot be obtained.

  
  

• The Fee: There is a non-refundable application fee (currently $200).

2. Common Scenarios for One-Director Signatures

Outside of a formal ACRA exemption, there are only two "standard" ways for one person to sign:

Scenario     Legal Standing

Sole Director Company   If the company has only one director registered with ACRA, that sole director signs alone by default.

Alternate Directors     An alternate director can sign on behalf of the director they represent, but you still need two distinct signatures in total.

3. Important Clarification: Audit Report vs. Directors' Statement

It is worth noting the difference in who signs what:

• The Audit Report: This is signed only by the External Auditor (the public accountant). Directors do not sign the audit report itself.

  
  

• The Directors’ Statement: This is the document where directors state the accounts are true and fair. This is what requires the two signatures.

Summary Recommendation

If you have two directors but only one is available:

• Try to use a digital signature: If the second director is just physically away, they can sign electronically (e.g., via DocuSign or Singpass) as long as the auditor and ACRA accept the format.

  
  

• File for Section 202 Relief: If the second director is genuinely unable or unwilling to sign, you must file the application with ACRA before your filing deadline.

The specific ACRA application form

To allow one director to sign the Directors' Statement (which is part of the financial statement package) for a two-director company, you must submit an application for relief under Section 202 of the Companies Act.

ACRA does not have a "one-click" online form for this. Instead, you must download a manual application form, complete it, and then upload it as an attachment through the BizFile+ portal.

1. Download the Application Form

You can download the official document from ACRA’s website here:

• Download Section 202 Application Form (DOCX)

2. Information Required in the Form

In the form, you will need to provide:

• Company Name and UEN.

  
  

• The Specific Section: State that you are seeking relief from Section 201(16), which requires two directors to sign.

  
  

• The Reason: You must explain why the second director cannot sign. Valid reasons typically include:

• The director is medically incapacitated (requires proof).

• The director is missing or uncontactable despite best efforts.

• The director has died and a replacement has not yet been appointed.

• Note: "Internal dispute" or "unwillingness to sign" is harder to get approved unless you can prove the director is acting unreasonably.

3. How to Submit (Step-by-Step)

Once the form is completed:

1. Log in to BizFile+ using your Singpass/CorpPass.

   
   

2. Go to the "Others" menu.

   
   

3. Select "General Lodgement".

   
   

4. Choose the transaction: "Application under Section 202 of the Companies Act - Relief from requirements relating to form and content of financial statements and directors' statement".

   
   

5. Upload your completed form and any supporting documents (e.g., medical certificates or evidence of failed contact).

   
   

6. Pay the fee: A non-refundable fee of S$200 applies.

4. Important Timelines

• Lead Time: ACRA recommends submitting this application at least 6 months before your filing deadline. However, if the situation is urgent, you should file it immediately.

  
  

• Public Inspection: Be aware that the information provided in this application (including your reasons) will be made available for public inspection.

Next Steps: If the second director is simply overseas, it is much easier to use an Electronic Signature (authorized under the Electronic Transactions Act) rather than applying for relief. If they are truly unavailable, you should proceed with the Section 202 form immediately.

Details on the "Section 202" Relief Criteria

To obtain relief under Section 202 of the Companies Act to allow a single director to sign for a two-director company, ACRA applies strict criteria. The Registrar grants these exemptions only in "limited circumstances" where it is practically impossible or unfairly burdensome to comply with the standard two-signature rule.

Here are the specific criteria and requirements based on ACRA's guidelines:

1. The "Uncontactable" Criterion

The most common ground for this relief is that the second director is uncontactable. To qualify, you must:

• Prove Exhaustive Effort: You must provide detailed documentation (emails, registered mail tracking, call logs) proving the company has exhausted all means to reach the director.

  
  

• Explain the Deadlock: State why the financial statements must be signed before the uncontactable director can be formally removed from office (e.g., to meet a looming statutory filing deadline).

  
  

• Assumption of Duty: The signing director must provide a formal declaration stating they agree to assume all duties as a "sole director" in respect of those specific financial statements.

2. The "Medical or Incapacity" Criterion

If the second director is physically or mentally unable to sign:

• Medical Evidence: You must attach a medical certificate or professional assessment confirming the director's incapacity.

  
  

• Duration: The relief is typically temporary (for that specific financial year) unless the incapacity is permanent.

3. Shareholder Consent

Even if ACRA is satisfied with the director's reason, they often require the following:

• Unanimous Consent: For companies with more than one shareholder, you must attach a signed declaration/letter of consent from all shareholders agreeing to the single-director signature.

  
  

• Corporate Shareholders: If a shareholder is another company, the consent must be on that company’s official letterhead.

4. Constitutional Consistency

ACRA will review your company's Constitution:

• You must provide a copy of the Constitution and highlight any relevant articles regarding the vacancy of a director's office or board meeting quorums.

  
  

• If your Constitution explicitly forbids a single director from acting, ACRA may require you to amend the Constitution first unless the situation is an emergency.

5. The "Principles of Transparency" Test

ACRA assesses whether granting the relief would undermine transparency or prejudice any stakeholders (like creditors or minority shareholders). Relief is likely to be rejected if:

• The reason is a "boardroom dispute" where the second director is reachable but simply refuses to sign because they disagree with the accounts. (In this case, the auditor usually needs to get involved, or legal action may be required to compel the director).

  
  

• The information provided is incomplete (you have only 7 days to respond to ACRA's follow-up questions before they reject the application).

Application Summary Table

Requirement    Detail

Form     Completed "Section 202 Application Form" (manual upload).

Evidence     Proof of failed contact or medical certificates.

Shareholders   Written consent from 100% of shareholders.

Fee     S$200 (non-refundable, even if rejected).

Lead Time     Recommended to apply 6 months before the filing deadline.

Pro-Tip: If the second director is actually available but just located overseas, ACRA prefers the use of Singpass Digital Signatures or a recognized electronic signature platform rather than granting a Section 202 relief. Only use Section 202 if the second person truly cannot be reached or is legally incapacitated.

Template: Application for Relief under Section 202

To apply for relief under Section 202, your cover letter must be precise, factual, and demonstrate that you have exhausted all other legal avenues. ACRA officers look for evidence of "due diligence" before granting an exception to the Companies Act.

Below is a formal template you can adapt.

[Company Letterhead]

To: The Registrar of Companies Accounting and Corporate Regulatory Authority (ACRA) Singapore

Date: [Insert Date]

Subject: Application for Relief under Section 202 of the Companies Act – Exemption from Section 201(16) Regarding Directors' Statement Signatures

Company Name: [Insert Full Company Name]

UEN: [Insert Unique Entity Number]

Financial Year End (FYE): [Insert Date, e.g., 31 December 2024]

1. Purpose of Application We are writing to formally apply for relief under Section 202 of the Companies Act. Specifically, we seek the Registrar’s approval to allow the Directors’ Statement for the aforementioned FYE to be signed by only one director, [Name of Signing Director], instead of the two signatures required under Section 201(16).

2. Grounds for Relief The second director of the company, [Name of Second Director], is currently unable to sign the Directors’ Statement due to the following circumstances:

• [Option A: Uncontactable] Despite exhaustive efforts (see attached logs of registered mail, emails, and phone records), the director has remained uncontactable since [Date].

• [Option B: Medical Incapacity] The director is currently medically incapacitated and unable to perform fiduciary duties. We have attached a medical certificate/assessment from [Clinic/Hospital Name] dated [Date] for your reference.

• [Option C: Vacancy/Death] [Briefly explain the vacancy or sudden passing and why a replacement cannot be appointed before the filing deadline].

3. Efforts Made to Comply [The signing director] has attempted the following to secure compliance:

• [Detail 1: Sent three follow-up emails on X, Y, and Z dates].

• [Detail 2: Attempted to facilitate a Singpass/Digital Signature on [Date], which was unsuccessful due to [Reason]].

• [Detail 3: Consulted with the company secretary regarding a board resolution, which remains in deadlock].

4. Shareholder Support In accordance with ACRA’s requirements, we have obtained unanimous consent from all shareholders of the company. A signed letter of consent from 100% of the shareholders is attached to this application.

5. Declaration I, [Name of Signing Director], confirm that the financial statements for this period present a true and fair view of the company’s financial position. I agree to assume full responsibility for the Directors’ Statement for the financial year in question.

We request your urgent consideration of this matter to ensure the company remains compliant with its statutory filing obligations.

Yours Faithfully,

[Signature]

[Name of Signing Director]

Director [Contact Number/Email]

Key Attachments to Include:

• Shareholder Consent: A simple one-pager signed by all shareholders saying: "We, the shareholders of [Company], hereby consent to [Director Name] signing the Directors' Statement for FYE [Date] as the sole signatory."

  
  

• Evidence Bundle: Printouts of "Sent" emails or a "Return to Sender" envelope from registered mail to the missing director.

  
  

• Constitution: Highlight the section showing your board requirements.

Template: Unanimous Shareholder Consent

To satisfy ACRA, the shareholder consent must be unambiguous and unanimous. If even one shareholder (holding even 1% of shares) refuses to sign, ACRA will likely reject the Section 202 application, as the relief could be seen as prejudicial to that minority shareholder’s interests.

Here is the template for the Shareholder Consent Letter.

[Company Letterhead]

To: The Registrar of Companies Accounting and Corporate Regulatory Authority (ACRA) Singapore

Date: [Insert Date]

SUBJECT: UNANIMOUS SHAREHOLDER CONSENT FOR SINGLE DIRECTOR SIGNATURE (SECTION 202)

We, the undersigned, being all the shareholders of [Insert Full Company Name] (the "Company") as of the date of this letter, hereby declare and agree to the following:

1. Acknowledgment of Requirement: We are aware that under Section 201(16) of the Companies Act, the Directors’ Statement must typically be signed by at least two directors.

   
   

2. Awareness of Circumstances: We have been fully informed by the Board of Directors of the circumstances preventing [Name of Unavailable Director] from signing the Directors' Statement for the Financial Year Ended [Insert FYE Date].

   
   

3. Consent to Relief: We hereby provide our unanimous consent for the Company to apply for relief under Section 202 of the Companies Act.

   
   

4. Authorization: We expressly authorize [Name of Signing Director] to be the sole signatory for the Directors' Statement for the specified financial period.

   
   

5. No Prejudice: We confirm that we do not believe this single-signature filing prejudices our interests as shareholders or the interests of the Company’s creditors.

Shareholder Execution Block

Name of Shareholder	NRIC / UEN / Passport No.	Number of Shares Held	Signature / Corporate Seal
1. [Full Name]	[ID Number]	[e.g., 50,000]	____________________
2. [Full Name]	[ID Number]	[e.g., 25,000]	____________________
3. [Full Name]	[ID Number]	[e.g., 25,000]	____________________

Important Notes for Execution:

• Corporate Shareholders: If one of your shareholders is another company, the letter must be signed by a director of that company and affixed with the company seal (if they use one).

  
  

• Total Shareholding: Ensure the sum of the "Number of Shares Held" in this table matches exactly what is currently reflected in ACRA’s electronic register of members.

  
  

• Singpass Sign: If your shareholders are local, having them sign this via Singpass Sign adds an extra layer of authenticity that ACRA appreciates.

Pro-Tip for the BizFile+ Upload

When you reach the "General Lodgement" screen in BizFile+, combine your Cover Letter, this Shareholder Consent, and your Evidence (Emails/Medical Certs) into one single PDF. This prevents any document from being overlooked by the reviewing officer.

How Bestar Singapore can Help

Singapore Director Signatures on Audit Reports

In the context of the Section 202 relief application we’ve discussed, Bestar Singapore serves as a specialized bridge between legal deadlock and regulatory compliance.

Here is how Bestar’s expertise can help companies navigate the "one-director signature" crisis.

How Bestar Singapore Resolves Signature Deadlocks

When your company is paralyzed because a second director is uncontactable or refusing to sign, Bestar provides the professional "Safety Valve" required to protect your company from ACRA penalties.

1. Section 202 Relief Management (The "Compliance Rescue")

Navigating Section 202 is high-stakes; a single error in the application results in a S$200 non-refundable loss and potential late-filing fines. Bestar handles:

• Drafting the Evidence Portfolio: We help compile the "exhaustive effort" logs (emails, mail tracking) that ACRA demands.

  
  

• Shareholder Liaison: We manage the collection of unanimous shareholder consent, ensuring the documentation meets 100% compliance standards.

  
  

• Professional Representation: Bestar acts as your liaison with ACRA, answering technical follow-up questions within the strict 7-day window.

2. Digital Transformation (Singpass & DocuSign)

If the second director is merely overseas, Bestar avoids the Section 202 headache entirely by facilitating legally binding electronic signatures.

• Singpass Sign Integration: We guide directors through the most secure, ACRA-preferred method of digital signing.

  
  

• ETA Compliance: We ensure all electronic documents adhere to the Electronic Transactions Act, making them as valid as ink-on-paper.

3. Corporate Secretarial "Buffer"

In cases of "Boardroom Disputes," Bestar’s corporate secretarial team acts as a neutral third party to:

• Mediate and Document: Formally recording the refusal to sign, which provides the legal foundation needed if the company eventually needs to apply for relief or remove a director.

  
  

• Statutory Updates: Rapidly filing for director removal or appointment of alternates if the board chooses to restructure to resolve the signature issue.

Pro-Tip for 2026 Compliance

With ACRA’s recent "Smart Registry" updates, the window for correcting filing errors has narrowed. If your FYE is approaching and you still don't have two signatures, do not wait.

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