Singapore’s central bank – Monetary Authority of Singapore (MAS), its company regulator – Accounting and Corporate Regulatory Authority (ACRA), and the stock exchange – Singapore Exchange Regulation (SGX RegCo), announced their decision to give Singapore companies a 60-day time extension to hold their annual general meetings (AGMs) on April 7.
This was necessitated, as in light of the latest government advisories and measures amid the COVID-19 situation, some companies may have difficulties holding their AGMs, filing their Annual Returns (ARs), and undergo statutory audits for full-year financial results, noted the organisations in a joint release.
In a bid to cut the red-tape, the release also noted, “Issuers need not apply to ACRA (if they are Singapore-incorporated companies) or MAS (if they are listed business trusts or real estate investment trusts), and no response will be required from SGX RegCo,” meaning that the extensions are granted automatically to all companies.
The details are as follows:
Extension from ACRA for all listed and non-listed Singapore companies
ACRA will grant a 60-day extension of time for all listed and non-listed companies whose AGMs are due during the period April 16, 2020, to July 31, 2020. Even companies which are already enjoying an extension of time to hold their AGMs within this period, will be given a further 60 days extension from the last date of extension.
In addition, ACRA has also extended the AR filing dates for all listed and non-listed companies in Singapore for 60 days, for the period May 1, 2020 to August 31, 2020.
ACRA will also not impose any penalties on listed and non-listed companies whose AGMs are due during the period April 1, to April 15, 2020, if they hold the AGM within 60 days of the due date. Their AR filing due dates will also be extended for 60 days.
For companies that have AGM due dates that are beyond July 2020, ACRA will consider if there is a need to extend time at a later date.
Key dates from ACRA on AGMs and ARs due date extension:
|Original Due Date / Extended Due Date previously granted for AGM||New AGM due date||New AR due date|
|16 Apr 2020 to 30 Apr 2020||15 Jun 2020 to 29 Jun 2020||15 Jul 2020 to 30 Jul 2020|
|1 May 2020 to 31 May 2020||30 Jun 2020 to 30 Jul 2020||31 Jul 2020 to 29 Aug 2020|
|1 Jun 2020 to 30 Jun 2020||31 Jul 2020 to 29 Aug 2020||30 Aug 2020 to 29 Sep 2020|
|1 Jul 2020 to 31 Jul 2020||30 Aug 2020 to 29 Sep 2020||30 Sept 2020 to 30 Oct 2020|
Extension from SGX for all listed Singapore companies:
For SGX, the extension applies to all issuers with financial year-end (FY-end) on or before March 31, 2020, which can now hold their AGMs by September 29, 2020.
“Issuers must issue their annual reports to shareholders and the exchange at least 14 days before the date of the AGM, except for issuers with December 31, 2019, FY-end, which will still need to issue their ARs by April 15, 2020, and hold their AGMs by June 29, 2020,” added SGX.
Issuers will need to notify SGX RegCo by email to email@example.com of, and announce via SGXNet, the following:
their relevant FY-end and the indicative timeline to convene their AGM; and the Board of Directors’ confirmation that the time extension will not be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation).
Meanwhile, SGX is strongly encouraging all issuers (listed companies) to provide at least 21 days notice to shareholders on the general meetings to allow shareholders to consider the matters, to pose questions if necessary and vote via proxy.
Key dates from SGX on AGM and AR due date extension:
|Issuers with FY-end||Original AGM due date||New AGM due date||New annual report due date|
|31 December 2019||30 April 2020||29 June 2020||15 April 2020|
|31 January 2020||31 May 2020||30 July 2020||15 July 2020|
|29 February 2020||30 June 2020||29 August 2020||14 August 2020|
|31 March 2020||31 July 2020||29 September 2020||14 September 2020|