1. All companies in Singapore are required to hold annual general meetings (AGMs). An AGM is a mandatory annual meeting of shareholders of a company. At the AGM, the board of directors will present the company’s financial statements (also known as “accounts”) before the shareholders (also known as “members”) so that they can raise any queries regarding the financial performance and position of the company. An AGM is therefore an important opportunity for shareholders to ask questions about the health of your business and to address their concerns.
2. For Private Limited Company, you must hold an AGM within six months after your company’s financial year end and file the Annual Return within seven months after your company’s financial year end. For example, if your company’s financial year end is 31 December, you must hold and AGM by 30 June and file the Annual Return to ACRA by 31 July.
3. With effect from 31 August 2018, ACRA allows private companies to be exempted from holding AGMs if they send their financial statements to their members within five months after the financial year end. This exemption from holding AGMs also applies to private dormant relevant companies which are exempt from preparing financial statements.
To prevent from abuse, this exemption to hold an AGM is subject to the following safeguards:
- A member who wishes to request that an AGM be held must notify the company no later than 14 days before the end of the sixth month after the financial year end
- Directors must hold an AGM within 6 months after the financial year end if notified by any member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM by the deadline (i.e. before the end of the six months after the financial year end)
- Private companies must hold a general meeting to lay financial statements if any member or auditor requests for it no later than 14 days after the financial statements are sent out. Directors must, within 14 days after the date of request, hold a general meeting to lay the financial statements.
4. In addition, a private company need not also hold AGMs if all the members pass a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM and may include the resolutions during Annual Return filings. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the members.
5. If you are unable to hold the AGM by the AGM due date, you can apply for an Extension of Time (EOT) of up to 60 days. An EOT application can be made by a company officer (e.g. company secretary or director), or by a registered filing agent on behalf of your company. Please be reminded that you must make the EOT application before your AGM/annual return deadline. The fee for each application is $200. If the company is still unable to hold the AGM after the first extended due date, you may apply for a further EOT. However, ACRA is unlikely to grant a further extension of time unless strong supporting reasons are provided.
6. There are penalties for not holding an AGM. ACRA impose a late lodgment penalty for each annual return that is lodged late. ACRA will also impose composition fines on companies that do not hold the required AGMs. For more serious cases, directors of the company can be prosecuted in court, and may also face disqualification or debarment from being a director.
7. PL Biz Consulting Pte Ltd is an ACRA Registered Filing Agent and Registered Qualified Individual since 2016. Please come and talk to us if you need help for your company’s AGM. We at PL Biz Consulting Pte Ltd can assist you to follow the AGM requirements under the Singapore Companies Act and ACRA.
