Like all other local companies, your company is required to hold an Annual General Meeting in Singapore. Failing to meet this requirement will cause a fine to your company. And if you are a director, you may be prosecuted and eventually disqualified from the position.
Holding an Annual General Meeting (AGM) in Singapore is actually not a hard requirement to comply with. Your company can even be exempted from such a requirement if certain conditions are met.
1. The Concept of an Annual General Meeting in Singapore
According to the Companies Act, your company is required to hold an Annual General Meeting in Singapore. It is a yearly meeting in which your company updates the shareholders on its financial position. Financial statements and other related papers will be shown and presented to the shareholders. They will then express their concerns and ask questions about the company’s business.
During the event, the company’s ordinary business will be discussed. Ordinary business is defined according to your company’s constitution. Normally, it includes the following matters: paid-out dividends, director appointments and payments, as well as matters of account and balance sheets.
Other resolutions, besides ordinary business, can also be mentioned in the AGM in Singapore. However, they should be well noted in the notice of AGM, which is sent to the shareholders before the event takes place.
Most Singapore companies entrust the task of holding an AGM to their appointed secretarial services. You should, too. These services are professional enough to make sure that everything stays on track. After your company’s AGM ends, the appointed secretary will proceed to file and submit an Annual Return to ACRA.
Due to the Covid pandemic, your company is encouraged to hold AGM in Singapore via electronic means, until 30 June 2021. However, in case you want to hold a physical meeting, your company must comply with all the safety measures and requirements that are regulated by the Singapore government. You can visit the government website for more information.
2. The AGM Requirements in Singapore
There are some requirements that you should know when holding an Annual General Meeting in Singapore.
2.1. Time frame for holding an AGM
According to Section 175A(1) of the Companies Act, your company in Singapore has to hold an AGM:
- Within 6 months from the end of a financial year if it is a non-listed company
- Within 4 months from the end of a financial year if it is a public listed company
A financial year is a period in which your company’s income is assessed and taxed in the following year. You can choose the financial year-end to fall on any given day. The most common option is 31st December.
2.2. Notice of AGM
You have to send a written notice to inform all the members about the AGM. According to ACRA, the notice must be sent at least 14 days before the event by means of post, email, or any other means mentioned in the company’s constitution.
The notice should contain the following information:
- The location, date, and time of the AGM in Singapore
- Ordinary business to be transacted
- Details of resolutions to be passed
Along with the notice, you should also send copies of financial statements, balance sheets, director’s report, and auditor’s report (if any) to the company’s members. This will give them enough time to prepare their questions.
2.3. Minimum AGM attendants
The minimum number of members attending the AGM should be at least two members. If the attending members are less than the threshold, the AGM may be considered invalid.
In Singapore, a shareholder can appoint a proxy to attend an AGM on his/her behalf. The appointed person need not be a member of your company. A notice of the member’s right to appoint a proxy should be sent along with the notice of AGM.
3. AGM Exemption in Singapore
ACRA can grant your company an exemption from holding an Annual General Meeting in Singapore. The conditions are very simple to meet, which are:
- Your company is a private company in Singapore, and
- Your company has sent its financial statements to the members within 5 months after the financial year ends.
If your company is exempted from holding an AGM in Singapore, make sure to submit this information when filing your company’s Annual Return to ACRA.
There is another circumstance in which your company can be exempted from the AMG requirement in Singapore. That is when your company is a private dormant relevant company.
However, a member can have the right to request your company to hold an AGM. That person must notify the company no later than 14 days before the end of 6 months after the financial year ends.
Upon the request, your company must hold an AGM and make sure the event takes place before the deadline. You may consider applying to ACRA for a deadline extension of AGM in Singapore, which will be discussed later in this blog.
4. AGM Dispensation in Singapore
Your company can also dispense with the AGM requirement in Singapore, as long as these criteria are satisfied:
- Your company is a private company in Singapore
- All the members pass a resolution as an agreement on the dispensation
Your company still needs to prepare and send the financial statements and other related papers to the company’s members. If needed, other related resolutions can also be passed, but only by written means (hard copies or emails).
Similar to AGM exemption, a member still has the right to request your company to hold an AGM in Singapore.
5. Extension of Time for Holding AGM in Singapore
Your company can apply for an extension of time (up to 60 days) for holding an Annual General Meeting in Singapore. The application can be made by you or you can entrust it to the appointed secretary. The application must be sent before the AGM deadline. It is advisable that it should be done more than 14 days before the deadline since ACRA needs time to process the application.
The application for a deadline extension of AGM in Singapore is rather simple, including the following steps:
- Go to BizFile+
- Go to section Local company -> Annual Filing -> Extension of Time for AGM/Annual Return
- Fill in the reason
- Make a payment of $200
- Receive a confirmation email for the application
- Your private company must hold an Annual General Meeting in Singapore within 6 months after a financial year end.
- The notice of AGM should be sent to the company’s members at least 14 days before the event takes place.
- Your private company can be entitled to an AGM exemption in Singapore if the financial statements are sent to the company’s members within 5 months after the financial year end.
- Your company can also be exempted from AGM requirements in Singapore if it is a private dormant company.
- Upon the agreement of all members, your private company can dispense with holding an AGM in Singapore.
- You can apply for an AGM extension of time of up to 60 days.
If you work with an excellent company secretary, then fulfilling the AGM requirements in Singapore should be easy.
Should you have any questions about Annual General Meetings in Singapore or secretarial services, consult our staff now!
Disclaimer: While BBCIncorp strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact BBCIncorp’s customer services for advice on your specific cases.
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