Non Reliance Letter Due Diligence Report Template for Singapore

When conducting due diligence in Singapore, you may need to share sensitive findings with parties beyond your original client. A Non Reliance Letter Due Diligence Report protects you by clearly defining who can rely on your work and limiting your professional liability exposure under Singapore law.

When do you need this document?

You need this document when sharing due diligence reports with third parties in corporate transactions, mergers, or acquisitions. Investment banks often require these letters when circulating reports to potential investors or lenders. Private equity firms use them when sharing findings with co-investors or limited partners. Professional service firms rely on these letters when their clients need to distribute reports to regulatory authorities, joint venture partners, or prospective acquirers. The document becomes essential whenever your due diligence work will be seen by anyone other than the party who originally commissioned it.

Key legal considerations

Your non-reliance letter must clearly identify all authorized recipients and explicitly exclude unauthorized parties from relying on the report. Include specific disclaimers about the scope and limitations of your due diligence work, particularly regarding areas not examined or time constraints that may have affected thoroughness. Address professional liability by stating that no duty of care extends to non-addressed parties and that the report was prepared solely for the named recipient's use. Consider including clauses about the temporal validity of findings, especially for rapidly changing business environments. Ensure your letter complies with professional indemnity insurance requirements and doesn't inadvertently create broader liability exposure.

Legal requirements in Singapore

Under the Securities and Futures Act, due diligence reports in securities transactions must meet specific disclosure standards, and your non-reliance letter should reference these requirements. The Companies Act governs corporate documentation standards, requiring clear identification of parties and precise scope definitions. Singapore's Evidence Act affects how your report may be used in legal proceedings, making proper disclaimers crucial for limiting admissibility issues. The Misrepresentation Act requires accuracy in all statements, so your letter must truthfully represent the scope and limitations of your work. Professional standards under Singapore Standards on Auditing may apply if you're a licensed professional, requiring compliance with specific formatting and disclosure requirements. Ensure your letter doesn't conflict with Monetary Authority of Singapore regulations if dealing with regulated entities or activities.