Annual General Meetings (AGMs) in Singapore

What Are AGMS in Singapore

Annual General Meetings (AGM) is a compulsory meeting organized by a company to convey its business health to its shareholders. During the meeting, shareholders will review the company's financial statements, ask questions related to the financial performance of the company, and vote on important company decisions.

In Singapore, every new company must hold its first AGM within 18 months of incorporation, as required by the Singapore Companies Act. After that, AGMs must be held annually, with no more than 15 months between the meetings. 

Additionally, companies must also provide a written notice 14 days before the AGM. These rules apply to all local and international companies registered in Singapore.

How to Hold an AGM?

Prior to having the AGM in Singapore, a legally valid quorum has to be formed, consisting of a few persons who will be present during the meeting. In case the Memorandum and Articles association does highlight this quorum, any 2 members/proxies at the meeting are free to join.

The AGM has to be directed by the meeting chairman, and the board of directors’ chairman. He/she has to ensure it runs in a smooth manner. Below is a summary of how to hold an AGM meeting.

• Proceedings of AGM
• Formation and meeting of a quorum
• Chairman conducts the meeting
• Recording of minutes
• Laying the years account
• Discussion of matters in the AGM’S notice

The meeting minutes’ passed resolutions, declared interest transactions, and officers’ appointments, need to be recorded in the minutes’ book. Then, the chairman will have to sign the meeting minutes.

What Is the Purpose of an AGM?

Companies in Singapore must hold their AGM not only because it is a requirement, but also because it offers numerous benefits. Here are the five purposes of why companies should hold an AGM in Singapore.

• Transparency and Accountability: An AGM allows companies to provide shareholders with a clear update on their financial performance and overall business health. This will help ensure transparency and accountability.
• Shareholder Participation: The AGM also gives shareholders the opportunity to ask questions, voice concerns, and engage directly with the company’s management about the company’s operations and strategy for the future.
• Decision-Making: Important decisions, such as approving financial statements, electing directors, and deciding on dividends, are made during the AGM through voting by shareholders.
• Compliance with Legal Requirements: Holding an AGM is a legal obligation under the Singapore Companies Act, ensuring the company meets its regulatory responsibilities.
• Review and Approval of Financial Statements: The AGM provides a formal setting for shareholders to review, discuss, and approve the company’s audited financial statements, which are crucial for assessing the company’s performance.

Dispensation of Annual General Meeting

In accordance with section 175(A) of the Singapore Companies Act, Private limited companies can decide not to conduct an AGM in Singapore only when shareholders and members have unanimously passed the written resolution. As long as the decision in regard to the dispensation of the AGM has been passed, all set matters for discussion during the annual general meeting Singapore are combated by distributing written resolutions to every member.

What Are the Obligations to be Followed After Dispensation?

• Preparation of the company’s financial statements at the end of every financial year.
• Sending to the members and shareholders updated financial statements and other relevant documents, alongside the Directors’ Report and statement.
• Passing across AGM-associated, written resolutions passed by the shareholders.

How Does a Company Ask for an Extension of Time to Hold the AGM?

Asking for an extension comes in handy, especially when the company is unable to have an AGM within the specified time frame. The company can submit an application for extension of time alongside ACRA, in accordance with section 175 or 201 of the Companies Act. This application can be filed by either the Company’s officer or professional firm in place of the company. This application is made via the BizFile portal. The ACCRA gives utmost two-month extension at $200 extension fee.

Filing Annual Return

Each and every locally registered company is required to submit their updated annual returns, in accordance with Singapore’s Companies Act. This activity should be undertaken 30 days after the date of the AGM. Before filing these returns, the company has to ensure they have been signed by either the company’s secretary or Director. The annual return is made up of;

• Company Name
• Company Registration Number
• Registered and reliable Office Address
• Principal activities
• Financial statements
• Annual Returns and Accounts dates
• Shareholder details, share capital
• Company officers’ details

Besides, audited and updated company financial statements have to be filed to ACRA alongside Annual Return. Failure to do so, the company risks landing a penalty or prosecution in a court of law.

How to Notify ACRA That The Company Has Held Its AGM?

To notify ACRA that your company has held its AGM, you need to submit your company’s Annual Returns through the BizFile portal. This process requires a director or officer of the company to access BizFile using a valid SingPas. Alternatively, a professional Singapore corporate service provider such as Wealthbridge can also help to submit them on behalf of your company.

It’s important to keep in mind that filing Annual Returns on time is important to avoid hefty penalties. If the company fails to submit the returns within the deadline, it will incur a late filing penalty. This won’t only result in additional costs, but may also affect the company’s compliance record with ACRA.

Thus, notifying ACRA promptly after holding the AGM is important because it ensures that the company remains compliant with Singapore’s regulatory requirements. Timely submission also helps maintain the company’s good standing and avoid any potential legal or financial problems that can arise from late filing or non-compliance.

Key Takeaway

Annual General Meetings are very vital to any company that intends to become competitive. These meetings avail time for shareholders and members to reflect and discuss the future of the company. By using the financial statements and reports in place, they make important decisions concerning the direction of the company. Therefore, it is very important for companies to hold these meetings once every fiscal year.

WealthBridge offers company secretarial service Singapore to support businesses with their Annual General Meetings (AGMs) and compliance obligations. From managing meeting minutes to filing annual returns with ACRA, WealthBridge ensures your company stays aligned with Singapore's regulatory standards. Additionally, our Singapore accounting services provide essential support for preparing and presenting accurate financial statements during AGMs.