Filing of AGM and Annual Returns

All locally-incorporated companies in Singapore are required to hold their Annual General Meeting (AGM) and file their Annual Returns under S175, S197, and S201 of the Companies Act. At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.

A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months. The Annual Return must be filed with the Registrar within one month after the AGM.

If the company/director breaches this statutory obligation, the relevant composition sum and late lodgement fee per breach are as follows:

1) The AGM is held late -$300

2) Financial statements laid at AGM are more than 6 months old for non-listed Companies or more than 4 months old for listed Companies -$300

3) The AR is lodged late – $300

In 2016, ACRA introduced a new enforcement power whereby a director who has at least 3 of his companies struck off within a period of 5 years will be disqualified from acting as director or taking part in the management of any company for a period of 5 years commencing after the date on which the third company is struck off. For the avoidance of doubt, the striking off of the three companies relates only to striking off initiated by the Registrar and does not include voluntary applications for striking off.

In addition, ACRA had also introduced a new enforcement power whereby a director or company secretary who is in default of a relevant requirement in the Companies Act for a continuous period of 3 months or more may face a debarment order from the Registrar preventing him from taking on new appointments as a director or company secretary of other companies.

Therefore, it is extremely important for both the company and its directors to ensure that the company’s AGM is held and to lodge the AR within the stipulated timeframe to avoid ACRA taking future enforcement action against the company or its directors.

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ACRA Cancels Registration of Filing Agent and Qualified Individual for AML/CFT Breaches

The Accounting and Corporate Regulatory Authority (ACRA) had cancelled the registrations of filing agent (RFA) and qualified individual (RQI) on 18 January 2024. The registrations were cancelled in view of breaches of anti-money laundering and countering the financing of terrorism (AML/CFT) controls under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015 (the “ACRA Regulations”).

Some of the basic AMT/CFT controls that a RFA and RQI are required to exercise are as follows:

(a) perform additional customer due diligence measures when a customer is not physically present during onboarding;

(b) inquiring if there exists any beneficial owner in relation to some of its customers; and

(c) perform risk assessments i

RQIs and RFAs provide corporate secretarial services for business entities, such as helping customers to incorporate companies, file annual returns and fulfil other filing requirements under the Companies Act 1967 or other Acts under ACRA’s purview. RQIs and RFAs are required to perform customer due diligence measures in accordance with the ACRA Regulations, and conduct their business in such a manner as to guard against the facilitation of money laundering and the financing of terrorism. RQIs and RFAs must also satisfy statutory requirements such as being fit and proper persons, to be registered or continue to be registered.

RQIs and RFAs who breach their statutory obligations may be subject to enforcement actions, such as financial penalties of up to $10,000 or $25,000 per breach respectively or have their registrations with ACRA suspended or cancelled.

Therefore, RQIs and RFAs play an important role in helping to detect and combat illicit activities.

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