What are Annual General Meetings (AGMs) in Singapore?

Last updated on May 26, 2020

Featured image for the "Annual General Meetings (AGMs) in Singapore: What are They?" article. It features a group of businessmen in a meeting.

Annual General Meetings (AGMs) in Singapore

An Annual General Meeting (AGM) is a mandatory yearly meeting that all Singapore companies need to hold to update their shareholders on the company’s business health. The company will present the financial statements to the shareholders and shareholders are then given the opportunity to raise queries on the company’s financial performance.

Shareholders get to vote at an AGM and make important decisions for the company such as the appointment of a director, or the removal of one.

This article applies to companies with financial year end (FYE) ending on or after 31 August 2018.

Table of Contents

When Must a Company Hold its AGM?

Unless the company is exempted from holding an AGM or has dispensed with the holding of an AGM (more on these below), the timelines are:

Type of Company When the AGM is to be Held
Public-listed Within 4 months after their financial year end (FYE)
Non-listed Within 6 months after their FYE

When is a company’s financial year end (FYE)?

For companies incorporated before 31 August 2018, the FYE date of the company is deemed to be the anniversary of the FYE date previously notified to the Registrar. If the Registrar was not notified previously, the FYE date is deemed to be the anniversary of the date of the company’s incorporation.

Read more about determining a company’s FYE in our other article.

What Matters are Presented During an AGM?

Often, companies seek services of a corporate secretarial service firm to prepare the necessary documentation to hold their AGM. One of the documents required is the company constitution.

The company will furnish its profit and loss account for the financial year during the AGM.

Matters presented during an AGM includes, among other things, the adoption of accounts, dividend declaration, approval of director’s fees, re-election of directors and re-appointment of auditors.

How to File an AGM

A written notice containing details about the AGM should be produced and circulated at least 14 days before the AGM, in order to allow all the members to set aside time in their schedules to attend the AGM. The notice should include the date, time and venue of the AGM, details of the resolution to be passed, and notice of a member’s right to appoint a proxy.

Copies of documents such as financial statements, balance sheet, director’s report and auditor’s report should be sent to the shareholders within this period.

Exemption from Holding AGMs

Private companies are exempted from holding AGMs if they send their financial statements to its members within 5 months from the company’s FYE. Dormant private companies that are exempted from having to prepare financial statements are also exempted from holding AGMs.

However, this exemption is subject to certain conditions:

  1. If a member wants to request for an AGM to be held, they must notify the company to do so. Notice must be given to the company within 14 days before the end of the 6th month after the company’s FYE.
  2. Directors must hold an AGM within 6 months after the FYE according to the request of that member. In doing so, the company may seek ACRA’s approval for an extension of time (see below) to hold the AGM, if it is needed.
  3. If any member or auditor requests for the laying of financial statements, private companies must hold an AGM not later than 14 days after the financial statements are sent out for that specific purpose.

Dispensation with AGM

Under section 175A of the CA, a private company may, by resolution, dispense with the holding of AGMs. This is subjected to the resolution being voted by all members of the company in person or through their proxies.

There are some obligations after dispensation of the AGM which include:

  • Preparing the company’s financial statements at the end of each financial year;
  • Sending the financial statements and other documents (such as the Director’s Report and Statement) to the shareholders; and
  • Circulating the AGM-related resolutions which shareholders have passed by written means.

It is important to note that despite the passing of such a resolution, a member of the company can still request for an AGM to be held. This applies as long as the request is made within 14 days before the last day of the 6th month from the company’s FYE.

If or when such a resolution ceases to be in force, the AGM must still be held if there is at least 3 months remaining to the AGM due date from the date such resolution ceases to have effect.

Appointing a Proxy to Attend an AGM on Behalf of a Shareholder

There will be situations when members are unable to attend an AGM. When a shareholder is unable to attend an AGM, the shareholder is entitled to appoint a proxy pursuant to section 181 of the CA to attend the AGM on behalf of the shareholder.

A member can appoint a maximum of 2 proxies to attend the same meeting. A proxy need not be a member of the company and can be anyone the shareholder chooses to appoint. The proxy form shall be an attachment to the notice of the company.

What Happens If a Company Cannot Meet the Deadline to Hold its AGM?

If a company is unable to hold an AGM within the stipulated timeframe, it is possible for the company to apply for an extension of time (EOT) with ACRA before the due date.

The EOT can be applied for by the company officer, such as the director, the secretary or a professional firm on behalf of the company via BizFile+ (Local Company > Annual Filing > Extension of Time for AGM/Annual Return).

Public-listed companies will additionally have to list the reasons for seeking the EOT, including any supporting documents and also comments from SGX on the application for the EOT.

The EOT application costs $200. The processing time for most EOT applications will take up to 14 days. If further clarifications are required, the approval may take up to 30 days.

Some companies apply for EOT due to a change in the FYE date. If so, the company is required to file a “Change of Financial Year” transaction via BizFile+ before lodging the EOT application.

If the company has made an application for EOT without filing a “Change of Financial Year” transaction, the company has to contact ACRA at acra_cd@acra.gov.sg to request for ACRA to reject the EOT application made. The application fees are not refundable and the EOT application will no longer be valid once rejected.

Hence, it is prudent to follow the steps for first changing the FYE date, and then applying for an EOT, in the proper order to avoid unnecessary costs.

Post-AGM Matters

The meeting minutes of the AGM must be recorded in writing and signed by the chairman. After which, a company must file its Annual Returns. Read our article on filing Annual Returns for more information on this.

Upon filing the Annual Returns, the company will also be required to verify the following information:

  • Financial period that the audited accounts have been made up to
  • Information of Directors, Company Secretary, Auditors and Shareholders
  • Registered charges
  • Summary of issued and paid-up share capital
  • Company type (i.e. private company, public company, small exempt private company)
  • Principal activities
  • Registered address
  • Company’s full name and registration number
  • Accounts in full or partial XBRL format

Penalties for Failing to Hold an AGM

Failure to comply with the requirements for holding an AGM may result in penalties imposed by ACRA. Companies and every director that breach the above-mentioned statutory obligations may be given a chance to compound for the breaches such as paying a composition sum of $300 per breach instead of facing prosecution.

Separately, a late lodgement fee will be imposed at the time of lodgement, for each return that is lodged late.

ACRA will only consider prosecuting the directors in Court if they fail to register and attend the Directors Compliance Programme (DCP) offered to them by ACRA (applicable only for first time offenders); or if they failed to compound the offence when offered a chance to compound; or if ACRA is not prepared to let the directors compound the offence.

There is a 3-tier composition for failure to hold an AGM:

  1. At stage 1: Before summons is issued, ACRA has the discretion to offer a composition fine of $300 per breach.
  2. At stage 2: After summons is issued, ACRA has the discretion to offer a composition fine of $600 per breach.
  3. At stage 3: If a Warrant of Arrest is issued, ACRA has the discretion to offer a composition fine of $900 per breach.

Contact Us

If you require assistance with your company’s annual general meetings, do get in touch with us.

  1. What are Annual General Meetings (AGMs) in Singapore?
  2. Anti-Money Laundering Regulations and Your Business: What You Need to Know
  3. Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
  4. Dividend Payments Guide for Singapore Business Owners
  5. Company Audits in Singapore: Requirements and Exemptions
  6. Guide to Transferring Shares in a Singapore Private Company
  7. How to Hold Extraordinary General Meetings (EGMs) in Singapore
  8. How to Issue Shares in a Singapore Private Company
  9. How to Reduce the Share Capital of Your Singapore Company
  10. Legally Conducting Lucky Draws for Singapore Businesses
  11. Dormant Companies and Their Filing Obligations in Singapore
  12. How to Hold a Board Meeting in Singapore
  13. Can Directors be Liable for Company Debts in Singapore?
  14. Paid-Up Capital in Singapore: A Complete Guide (Is $1 Enough?)
  15. Restaurant Inspection and Food Safety Rules in Singapore
  16. Preparing a Register of Shareholders for a Singapore Company
  17. Essential Regulatory Compliance Guide for Singapore Companies
  18. Finding a Suitable Corporate Secretarial Firm in Singapore
  19. Oppression of Minority Shareholders
  20. Process Agents in Singapore
Company Management
  1. Shadow Directors: Who are They and What Duties Do They Owe to the Company?
  2. Guide to Directors' Remuneration in Singapore
  3. 3 Types of Insurance Every Singapore Business Needs
  4. How to Change the Name of Your Singapore Company
  5. How to Remove a Director from a Company in Singapore
  6. Appointing Company Directors in Singapore: Eligibility, Process etc.
  7. Company Loans to Directors/Shareholders (& Vice Versa) in Singapore
  8. Share Transmission: What Happens If a Shareholder Dies in Singapore?
  9. Business Will: How to Pass on Your Business to Your Successors in Singapore
  10. Shareholder Rights in Singapore Private Companies
  11. Removal and Resignation of Company Auditor in Singapore
  12. Shareholder Roles and Obligations in Singapore Companies
  13. Creating and Registering Charges in Singapore: Guide for Companies
  14. How to Commence a Derivative Action on Behalf of a Company in Singapore
  15. Managing Director vs CEO in Singapore: Roles and Obligations
  16. Appointing an Authorised Representative for Foreign Companies in Singapore
  17. Business Partnership Disputes in Singapore: How to Resolve
  18. Guide to Effective Business Continuity Planning in Singapore
  19. Buy-Sell Agreements: How to Write & Fund Them in Singapore
  20. Voluntary Suspension of Business in Singapore: How to Handle
  21. Business Asset Sale & Disposal in Singapore: How Do They Work?
  22. Appointing a Company Secretary: Roles and Responsibilities
  23. Directors' Duties in Singapore
Company Documents
  1. Company Constitutions in Singapore and How to Draft One
  2. Company Memorandum and Articles of Association
  3. Minutes of Company Meeting in Singapore: How to Record
  4. Guide to Filing Financial Statements for Singapore Business Owners
  5. Filing Annual Returns For Your Business
  6. Memorandum of Understanding (MOU): Does Your Business Need One?
  7. Company Resolutions: What are They?
  8. Board Resolutions in Singapore
  9. Your Guide to Share Certificates in Singapore: Usage and How to Prepare
  10. How to Set Up a Register of Controllers
  11. How to Set Up a Register of Nominee Directors
Tax and Accounting
  1. What is Withholding Tax and When to Pay It in Singapore
  2. Singapore Influencers: Here's How to Calculate Your Income Tax
  3. Corporate Tax in Singapore: How to Pay, Tax Rate, Exemptions
  4. When to Register for GST, How and Responsibilities after Registration
  5. Start-Up Tax Exemption Guide for New Singapore Companies
  6. Tax Investigation of Tax-Evading Business Owners in Singapore
  7. Small Business Accounting Services in Singapore
Data Protection
  1. Essential PDPA Compliance Guide for Singapore Businesses
  2. Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
  3. How Can Companies Dispose of Documents Containing Personal Data?
  4. Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
  5. Appointing a Data Protection Officer For Your Business: All You Need to Know
  6. Summary: Your Organisation's 9 Main PDPA Obligations
  7. Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
  8. GDPR Compliance in Singapore: Is it Required and How to Comply
  9. Drafting a Comprehensive Privacy Policy For Your Singapore Website
  10. Is It Legal for Businesses to Ask for Your NRIC in Singapore?
  11. PDPA Consent Requirements: How Can Your Business Comply?
  12. Legal Options If Employees Breach Confidentiality in Singapore
  13. Your Guide to a Media Release Form in Singapore
  1. Complying with Singapore Law When Sending Email Newsletters
  2. Outdoor Advertising: How to Legally Display Public Ads in Singapore
  3. A legal guide to drafting a social media policy for your company
  4. Dealing with Defamation of Your Business: Can You Sue?
  1. Starting a Franchise in Singapore: What Franchisors Should Look Out For
  2. Running a Franchise in Singapore: What To Look Out for as a Franchisee
Debt Restructuring
  1. Informal Debt Restructuring and Workout in Singapore
  2. Schemes of Arrangement: How They Work and How to Apply
  3. What is Judicial Management and How It Works in Singapore
Ending a Business
  1. Insolvency: Claw-Back of Assets From Unfair Preference and Undervalued Transactions
  2. Striking Off a Company
  3. What Should a Creditor Do When a Company Becomes Insolvent?
  4. Dissolution of partnerships in Singapore
  5. Validation of Payments Made by Companies Being Wound Up
  6. Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
  7. Closing Your Singapore Business: What You Need to Settle
  8. How to File a Proof of Debt against a Company in Liquidation
  9. Winding Up a Company