Singapore Annual General Meetings (AGM)

• AGMs let companies present their financial statements to shareholders, who can then ask about the business's health.
• All companies in Singapore must hold AGMs.
• The AGM date is declared to ACRA when filing the company’s Annual Return on Bizfile.
• Details of AGM exemption or dispensation are submitted when filing the annual return.

AGM Deadlines

• For companies with financial year ending on or after 31 August 2018:
  • Listed companies must hold an AGM within four months after the financial year end and file the annual return within five months after the financial year end.
  • Non-listed companies must hold an AGM within six months after the financial year end and file the annual return within seven months after the financial year end.
• For companies with financial year ending before 31 August 2018:
  • The first AGM must be held within 18 months of incorporation.
  • Subsequent AGMs must be held once every calendar year, no more than 15 months after the preceding AGM.
• Financial statements presented at AGMs must be made up to:
  • No more than four months before the AGM for listed companies.
  • No more than six months before the AGM for non-listed companies.

AGM Exemptions

• Private companies can be exempt from holding AGMs if they send their financial statements to members within five months after the financial year end, effective from 31 August 2018.
• Safeguards for AGM exemptions:
  • A member can request an AGM by notifying 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.
  • The company can seek the Registrar’s approval for an extension of time to hold the AGM by the deadline.
  • A general meeting to lay financial statements must be held if requested by any member or auditor no later than 14 days after the financial statements are sent out.
  • Directors must hold a general meeting to lay the financial statements within 14 days of the request.
• Private dormant relevant companies (dormant, not listed or subsidiary of a listed company and total assets ≤ $500,000) are exempt from preparing financial statements and do not need to hold AGMs, subject to the above safeguards.
• Private companies do not need to hold AGMs if all members pass a resolution to dispense with them.
• Written resolutions can be used for matters that would have been tabled at an AGM, included during Annual Return filings, and circulated via hardcopies or other legible forms.

Extension of Time (EOT)

• Companies unable to hold the AGM by the due date can apply for an EOT of up to 60 days.
• Application can be made by a company officer or registered filing agent on Bizfile.
• The fee for each application is $200.
• Required information for EOT application:
  • Reasons for the application.
  • A letter from a director requesting the extension and explaining the need for additional time.
  • Correspondence from the auditor outlining the reason for the delay and providing an indicative timeline for completion of the audit.
  • A letter from a director explaining a change of auditor that occurred between/during financial year end date and annual return due date.
  • Any comments by SGX on the applications for listed entities.
• ACRA requires at least 14 working days to process the EOT application.
• Further EOT applications can be submitted on Bizfile, but ACRA is unlikely to grant them without strong supporting reasons.
• EOT applications cannot be submitted on Bizfile if the due date has passed, direct queries to [email protected].

Penalties

• Directors who fail to meet AGM requirements may face prosecution, disqualification, or debarment.
• ACRA can impose composition fines on companies that do not hold the required AGMs.
• Late lodgment penalties will be imposed for each annual return lodged late.