During an Annual General Meeting (AGM), it is important that minutes of the meeting are properly kept to serve as records of its proceedings. This is because unless the contrary is proved, minutes that have been signed and entered into the company’s books provide conclusive evidence, in the event of a company dispute, that
- The AGM had been duly held and convened; and
- The proceedings of the AGM had been duly conducted.
This guide highlights the matters to take note of when taking and keeping AGM minutes.
Sequence of Proceedings
Every company is required to hold an AGM unless it has been dispensed with by resolution. You may refer to our article for details on AGM and annual returns requirements.
In general, the sequence is:
1. Directors approve the financial statements and the Notice of AGM (usually in the form of a Directors’ Resolution)
2. Notice of AGM is sent out to shareholders of the company by the secretary/director.
3. The AGM takes place and AGM Minutes are taken as a record of the resolutions passed.
4. These documents all form part of the annual returns that are lodged with the Accounting and Regulatory Authority of Singapore.
Content of the AGM Minutes
The AGM Minutes should include the following information:
- The venue, date and time of the AGM.
- The names of the appointed chairman of the meeting, the directors, members, officers, and proxies present at the meeting to clearly record the persons in attendance.
- The record of members consenting to have received and read the AGM notice.
- Details of resolutions taken at the meeting, including the subject matter, any questions asked and clarifications sought, and the number of votes for and against the resolution.
- Other matters discussed at the meeting.
- Any closing remarks, and the record of termination of the AGM when there are no further matters to discuss, to signify that the AGM is officially concluded.
Other stylistic guidelines can be found in our article on keeping minutes of company meetings.
Handling of the AGM Minutes
By when must the AGM minutes be prepared?
Under the Companies Act, minutes of the AGM have to be entered into minute books within 1 month of the meeting. The AGM minutes must be signed either by the chairperson of the EGM or by the chairperson of the subsequent meeting.
The failure to comply with these requirements will cause the company and any relevant officer to be liable to a fine of up to $2,000 as well as a default penalty.
Where should the AGM minutes be kept?
The minute books should be kept by the company at its registered office or its principal place of business in Singapore.
Inspection of Minute Books
The minute books must be open for inspection by any member of the company without charge.
If any member wishes to have a copy of the EGM minutes, he can make a request in writing to the company, and the company is obliged to furnish a copy within 14 days at a charge of up to $1 per page.
Should the company fail to furnish a copy of the minutes as requested, the company and any relevant officer will be liable to a fine of up to $400 as well as a default penalty.
AGM Bundle Template
In preparing the proceedings of your AGM, you may wish to refer to the template in this AGM bundle. The bundle includes documents needed for a standard AGM:
1. Directors’ Resolution for AGM template
2. Notice of AGM template
3. Minutes for AGM template
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