What is an Annual General Meeting (AGM) in Singapore?

An Annual General Meeting (AGM) is the cornerstone event for Singapore companies, providing an important forum to review performance, connect with shareholders, and create strategies for the year ahead.

However, AGMs go beyond business protocol – they are a legal necessity, required by Singapore law, and overseen by the Accounting and Corporate Regulatory Authority (ACRA).

These meetings blend corporate governance with forward planning, creating a space for financial presentations, critical decision-making, and open communication with stakeholders. The rules governing AGMs can be complicated, with various deadlines, processes, and compliance needs shifting based on a company’s structure and situation.

For those steering businesses in Singapore, grasping AGM details is key for following rules and shaping strategy. This guide breaks down the essential elements of AGMs, covering legal requirements and proven approaches. By the end, you will have the insights to run AGMs that satisfy Singapore legislation while boosting your company’s growth plans.

Legal Framework for Annual General Meetings in Singapore

The legal foundation for AGMs in Singapore rests on two pillars: the Companies Act and ACRA’s guidelines. These rules set out clear expectations for how companies should conduct their AGMs.

The Companies Act lays out the basic requirements. It states when companies must hold AGMs, what they must cover, and who should attend. ACRA builds on this, offering detailed guidance on best practices and compliance.

These rules apply differently depending on the company type. Listed companies face stricter timelines and more extensive reporting requirements than private firms. Smaller businesses might qualify for exemptions under certain conditions.

The Role of Company Secretaries in Singapore AGMs

Company secretaries play a crucial role in facilitating AGMs. They ensure compliance with legal requirements, prepare necessary documents, and coordinate the meeting logistics. A skilled company secretary helps maintain proper corporate governance and smooth AGM proceedings.

Sourcing a local company secretary through a trusted provider like InCorp offers several advantages:

• Access to experienced professionals well-versed in Singapore regulations
• Ensuring all AGM-related documents are prepared accurately and on time
• Staying updated on the latest local regulatory changes
• Receiving expert guidance on AGM procedures and best practices

Timeline for Holding AGMs in Singapore

Singapore law sets specific timelines for companies to hold their AGMs. These deadlines vary based on whether a company is listed or not, and when its financial year ends.

• For companies with financial years ending on or after August 31, 2018:
  • Listed companies must hold their AGM within 4 months after the financial year-end. They must then file their annual return within 5 months of the financial year-end.
  • Non-listed companies have a longer window. They must hold their AGM within 6 months after the financial year ends and file their annual return within seven months.
• For companies with financial years ending before August 31, 2018:
  • These firms must hold their first AGM within 18 months of incorporation. After that, they need to hold AGMs once every calendar year, with no more than 15 months between meetings.

The financial statements presented at an AGM must be recent. For listed companies, these statements cannot be more than 4 months old. Non-listed companies have a 6-month limit. For more details on financial reporting standards in Singapore, you can check our article Singapore Financial Reporting Standards.

Key Components of an AGM in Singapore

AGMs cover several important aspects of a company’s operations. These meetings allow shareholders to review the company’s performance and make crucial decisions. Here are the main components of an AGM in Singapore:

• Financial Statements
  • Companies present their financial statements to shareholders. These documents provide a clear picture of the company’s financial health.
• Adoption of Accounts
  • Shareholders review and adopt the financial accounts presented by the company.
• Dividend Declaration
  • If applicable, the company may declare dividends during the AGM.
• Election or Re-election of Directors
  • AGMs often involve electing new directors or re-electing existing ones.
• Approval of Directors’ Fees
  • Shareholders vote on the approval of fees for the company’s directors.
• Appointment of Auditors
  • The AGM is when companies appoint or reappoint auditors for the coming year.

While some companies may choose to discuss other (additional) matters, these components ensure that shareholders stay informed about the company’s status and health and have a say in its governance. They also fulfil legal requirements set by ACRA and the Companies Act.

AGM Notice and Procedures in Singapore

Proper notification and procedures are crucial for a valid AGM. Singapore law sets clear guidelines for these aspects:

Notice Period

Companies must send a written notice to all members at least 14 days before the AGM. This notice should include the meeting date, time, and venue.

Notice Content

The AGM notice must provide details about:

• The resolution to be passed
• A member’s right to appoint a proxy

Document Distribution

Along with the notice, companies must send copies of:

• Financial statements
• Balance sheet
• Director’s report
• Auditor’s report

These documents should reach shareholders within the 14-day notice period.

Proxy Appointments

Members who cannot attend the AGM can appoint a proxy. Key points about proxies include:

• A member can appoint up to 2 proxies
• Proxies do not need to be company members
• Companies must attach a proxy form to the AGM notice

Quorum Requirements

For an AGM to be valid, it must meet quorum requirements. If not specified in the company’s constitution, the Companies Act requires a minimum of two members present in person or by proxy.

Understanding these requirements is part of ensuring statutory compliance for Singapore companies.

For ongoing support in managing your company’s statutory requirements, including AGMs, consider exploring InCorp’s corporate secretarial services.

Exemptions From Holding AGMs in Singapore

As of August 31, 2018, Singapore law allows certain companies to be exempt from holding AGMs under specific conditions.

Eligibility for Exemption

Private companies can be exempt from holding AGMs if they:

• Send financial statements to members within 5 months after the financial year-end
• Are dormant private companies exempt from preparing financial statements

Safeguards for Shareholders

Despite these exemptions, the law provides safeguards to protect shareholders’ rights:

1. Member Requests: Any member can request an AGM by notifying the company no later than 14 days before the end of the 6th month after the financial year-end.
2. Director Obligations: If a member requests an AGM, directors must:
   • Hold the AGM within 6 months after the financial year-end
   • Seek ACRA’s approval for an extension if needed
3. Financial Statement Requests: If any member or auditor requests to review financial statements:
   • The company must hold a general meeting within 14 days of the request
   • Directors must arrange this meeting within 14 days of receiving the request

Dormant Companies

Private dormant relevant companies have special considerations:

• They are exempt from preparing financial statements
• Consequently, they do not need to hold AGMs
• This exemption is subject to the safeguards mentioned above

Note: A private dormant relevant company is defined as a private company that is:

• Dormant
• Not listed (or not a subsidiary of a listed company)
• Has total assets less than or equal to S$500,000 (consolidated value if it is an ultimate parent)

These exemptions aim to reduce administrative burden for certain companies while still protecting shareholder interests.

Dispensing With AGMs in Singapore

Private companies in Singapore have the option to dispense with AGMs entirely, given certain conditions are met:

Requirements for Dispensation

• All members must pass a resolution to dispense with AGMs
• This resolution applies to a specific financial year or all subsequent years

Procedure for Passing Resolutions

When a company dispenses with AGMs, it can:

• Pass written resolutions for matters typically addressed at an AGM
• Include these resolutions during Annual Return filings

Circulation of Resolutions

Written resolutions may be circulated:

• Via hardcopies
• Through other forms (e.g. emails) as agreed upon by the company and members

Member’s Right to Request an AGM

Despite dispensation:

• A member can still request an AGM
• This request must be made no later than 14 days before the end of the 6th month after the financial year-end

Company’s Obligations After Dispensation

Even after dispensing with AGMs, companies must:

• Prepare financial statements at the end of each financial year
• Send financial statements and other documents (like the Statement and Director’s Report) to shareholders
• Circulate AGM-related resolutions passed by written means

Resuming AGMs

If the resolution to dispense with AGMs ceases to be in force:

• The company must resume holding AGMs
• This applies if there are at least 3 months remaining to the AGM due date from when the resolution ceases to be in effect.

Companies considering this option should seek professional or legal advice from trusted partners like InCorp to ensure compliance with all relevant regulations.

Extension of Time for AGMs

Sometimes, companies may need to delay holding their AGM or filing their annual return. In such cases, they can apply for an Extension of Time (EOT) with ACRA.

Application Process

1. Companies can apply for an EOT of up to 60 days
2. Applications must be made before the AGM or annual return deadline
3. The application can be submitted by:
   • A company officer (e.g., company secretary or director)
   • A professional firm like InCorp on behalf of the company

Application Steps

To apply for an EOT:

1. Go to BizFile+
2. Select “Local Company” under File eServices
3. Choose “Extension of Time for AGM/Annual Return” under Annual Filing
4. Provide reasons for the application
5. For listed companies: Attach supporting documents and any Singapore Exchange (SGX) comments

Processing Time and Fees

1. ACRA typically takes up to 14 working days to process an EOT application
2. The fee for each successful EOT application is S$200

Important Considerations

• Submit applications more than 14 days in advance to allow for processing time
• If clarifications are needed, processing may take longer
• For companies changing their Financial Year End (FYE):
  • File a “Change of Financial Year” transaction on BizFile+ before applying for EOT
  • If an EOT application is made without this step, contact ACRA to reject the EOT application

Note for Listed Companies

Listed companies must provide:

• Detailed reasons for the EOT application
• Relevant supporting documents
• Any comments from SGX on the application

Penalties for AGM Non-Compliance in Singapore

Failing to meet AGM requirements can lead to serious consequences for companies and their directors. ACRA enforces these regulations strictly to maintain high standards of corporate governance in Singapore.

Types of Penalties

1. Composition Fines
   • ACRA may offer companies and directors a chance to compound the breach
   • This typically involves paying a composition sum of S$500 per breach
   • Accepting this offer avoids prosecution
2. Late Lodgment Fees
   • Imposed for each Annual Return filed late
   • S$300 if lodged within 3 months of the deadline
   • S$600 if lodged more than 3 months after the deadline
3. Court Prosecution
   • If companies or directors do not accept the composition offer
   • Or if ACRA chooses not to offer composition
   • Results in a summons to appear in court

Where to Next With InCorp

While we have endeavoured to provide as much information as possible, we understand that complying with AGM regulations can seem overwhelming, especially when you are focused on growing your business in a new market like Singapore. However, there is a straightforward way to minimise compliance risk and streamline the AGM process – outsourcing a company secretary.

This common approach ensures that all legal requirements are met without adding to your workload. For reliable assistance, consider contacting InCorp to find a proven local company secretary with extensive on-the-ground experience in Singapore’s corporate market. Let us help you streamline the process with ease.

About the Author

Sharon Lim

Sharon heads a team of professionals to offer compliance, governance, and regulatory advisory at InCorp. As a qualified Practicing Chartered Secretary, she has more than 25 years of valuable experience as a company secretary for private and publicly listed companies across a multitude of sectors. Her extensive background includes assisting a diverse range of clients from various industries and backgrounds.

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