What are Annual General Meetings (AGMs) in Singapore?
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.
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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)?
The FYE date of the company is deemed to be the anniversary of the FYE date previously notified to the Registrar.
If the Registrar had not been 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.
Can an AGM Be Held Virtually?
Yes, it can.
While AGMs had traditionally been conducted in person, the COVID-19 pandemic has resulted in many AGMs being held virtually. You may read our other article for more information on holding AGMs virtually in Singapore.
What Matters are Presented During an AGM?
Often, companies seek services of a corporate services 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
- Re-appointment of auditors
How to File an AGM in Singapore
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 can be 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:
- 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.
- 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.
- 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+ (eServices > 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 firstname.lastname@example.org 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.
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 or 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 in Singapore
Failure to comply with the requirements for holding an AGM may result in penalties imposed by ACRA. Companies and every director may be given a chance to compound the breach, such as paying a composition sum of $500 per breach instead of facing prosecution.
Separately, a late lodgment fee will be imposed at the time of lodgment, for each return that is lodged late. The late lodgment fee is $300 if the return is lodged within 3 months of the deadline for filing annual returns, and $600 otherwise.
If the company and/or its directors do not accept the offer of composition, or if ACRA chooses not to make an offer of composition, the company and/or its directors may be prosecuted in court. The company and/or its directors will receive a summons requiring them to appear in court at a certain date and time, where they will have to either claim trial or plead guilty to the breaches.
If the company and/or its directors are convicted of an offence, they may be fined up to $5,000 per charge.
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