Due Diligence Checklist for Selling a Singapore SME

Why diligence decides the final price

In our experience, the price agreed in a letter of intent is only as safe as the diligence that follows it. Gaps a buyer finds late become reasons to cut the price or add protections. Gaps you find and fix first cost you very little. Everything below is either a record Singapore law already requires, or one any serious buyer will ask to see.

1. Corporate records

• Statutory registers. ACRA requires every Singapore company to keep accurate records of its directors, shareholders and other key persons. Changes to shareholders and officers are filed through Bizfile and must be updated within 14 days.
• Register of registrable controllers (RORC). Unless exempt, you must keep a private register of registrable controllers: broadly, people or entities with an interest in more than 25% of the shares or voting power, or who otherwise have significant control. Changes must be updated within seven days and filed with the central register within two business days after that. It is not public, so a buyer will ask for it directly.
• Nominee registers. Registers of nominee directors and nominee shareholders must also be kept and updated within seven days.
• Constitution, resolutions and minutes. Board and shareholder approvals for major past decisions, especially share issues and transfers.
• Annual returns and AGMs. Every company must file an annual return with ACRA, even if dormant; for a non-listed company it is due within seven months of financial year end. A missed filing is an easy item for a buyer to spot and an easy one to fix first.

What we check before launch: that the share register matches every transfer document, and that the RORC is complete. In our experience, mismatches here delay completion more than almost anything else.

2. Financial statements and accounts

• Financial statements. Unless exempt, companies file financial statements with ACRA, and filed statements are available for public purchase, so a buyer may already have read yours. A solvent exempt private company (fewer than 20 members and no corporate shareholder) may not need to file them, in which case the buyer will ask for them directly.
• Audit. ACRA’s small-company audit exemption applies to private companies meeting at least two of three criteria (revenue, assets, employees) for each of the two preceding financial years. ACRA announced a review of the thresholds on 26 February 2026, so check the current figures. Many buyers ask for audited accounts regardless.
• Accounting records. Companies must keep accounting records for at least five years after the end of the relevant financial year.
• Management accounts and the EBITDA bridge. Monthly management accounts that reconcile to the statutory accounts, plus a normalised EBITDA bridge. See what your business is worth.

3. Tax

• Corporate income tax filings. Estimated Chargeable Income is due within three months of financial year end unless waived. Companies with revenue of S$5 million or below may be eligible to file Form C-S, subject to IRAS conditions; others file Form C.
• Tax records. IRAS requires companies to keep tax records for at least five years from the relevant Year of Assessment.
• GST. If you are GST-registered, returns and payment are due one month after the end of each accounting period, and GST records must be kept for at least five years.
• What buyers look for: consistency between filed returns, accounts and management numbers, and any open queries with IRAS.

4. People

• CPF. Contributions are due by the last day of each month. A buyer will check that they have been paid in full and on time.
• Employment records. MOM requires employers to keep records for employees covered by the Employment Act, including work pass numbers and expiry dates for non-citizens, and to keep records of ex-employees for one year after they leave.
• Key contracts. Service agreements for senior staff, bonus and incentive arrangements, and anything that changes on a change of control.

5. Data protection

• Data protection officer. PDPC guidance states that the PDPA requires every organisation to designate someone responsible for compliance and to make that person’s business contact details available. DPO details can be published through PDPC’s DPO Registry.
• Customer and employee data. A buyer will want to see how personal data is collected, stored and protected, and whether there have been incidents.

6. Commercial and operational

These are not set by statute, but a buyer will ask for them:

• Top customer and supplier contracts, including change-of-control and termination clauses
• Licences and permits for your sector, from the relevant regulator
• Leases and property documents
• Intellectual property and domain registrations, in the company’s name
• Litigation, claims and disputes, current and recent
• Insurance policies

How to use this checklist

Work through it before you approach buyers, not after. In our experience the best preparation is a data room that already answers the first fifty questions, organised so a buyer can see you have nothing to hide. That is what keeps diligence fast, keeps the price where it was agreed, and keeps you in control of the timetable.

This checklist summarises official sources as at the date shown. It is not legal or tax advice; confirm the position for your company with your lawyer and tax adviser.