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After registering a company in Singapore, one of the important tasks you need to perform is to hold an Annual General Meeting (AGM) every year.

The following article from GLA experts will provide important information on the definition, purpose, regulations, and tips for complying with AGM in Singapore. 

Understanding the following aspects will help your Singapore company operate efficiently and avoid unnecessary penalties.

1. Things to know about AGM in Singapore

1.1. What is AGM?

Annual General Meetings (“AGMs”) are mandatory annual meetings where directors and key personnel present financial reports to shareholders, giving them the opportunity to ask questions about the company’s performance. This is an important opportunity for shareholders to learn about the company’s management and financial status.

In Singapore, all companies are required to hold an AGM. The date of the AGM is declared to ACRA when filing the Annual Return on BizFile+. If the company is exempt from holding an AGM or has chosen not to hold one, this information must also be declared when filing the Annual Returns (“AR”).

1.2. Time limit for holding AGM

According to the amendments to the Singapore Companies Act effective 31 August 8, the new deadlines for holding AGMs are as follows:

  1. Listed Company (Public Company on SGX Stock Exchange): Hold AGM within 4 months after the end of the financial year.
  2. Other companies: Hold AGM within 6 months after the end of the financial year.

Note:

The fiscal year end (FYE) represents the last day of an accounting period. An accounting period is the period of time recognized to complete a business's accounting cycle.

2. Important checklist to note when organizing an AGM

Points to note Points to take
Meeting Notice Send meeting notices to shareholders and directors at least 14, 21 or 28 days before the AGM, depending on the type of resolution.
Quorum At least 2 members required (unless otherwise specified in the bylaws).
Proxy Shareholders who cannot attend may appoint up to 2 representatives.
Special Announcement 28 days notice is required if there is a special resolution.
Shareholder resolution

Ordinary resolution: Passed with a minimum majority of 50%.

Special Resolution: Requires minimum majority of 75%.

AGM Deadline Extension Extensions of up to 60 days can be requested via BizFile+. Extensions can be done via EOT

3. How to exempt AGM for Singapore company

3.1. How to exempt AGM organization?

From 31 August 8, private companies can be exempted from holding AGMs if they submit financial statements to shareholders within 2018 months after the end of the financial year.

Exemptions include:

  1. Shareholder Requirement: If a shareholder requests to hold an AGM, they must notify the company at least 14 days before the end of the 6th month following the financial year.
  2. Director's obligations: The Director must hold an AGM within 6 months if requested by shareholders.
  3. Meeting to present financial statements: If requested by shareholders or auditors, the company must hold a meeting within 14 days after the request is made.
  4. Exemption for dormant companies: Dormant, unlisted companies with total assets ≤ $500,000 are exempt from holding AGMs if they comply with the above conditions.

3.2. No need to hold AGM during the financial year

Private companies do not need to hold AGMs. If all shareholders pass a resolution to waive the AGMResolutions may be passed in writing and submitted with the annual report.

GLA will advise the business if the business is eligible for an exemption or does not need to hold an AGM for a Singapore company.

4. Penalties for companies that fail to file AGM and AR as required by the Singapore Government

If any company in Singapore files late or fails to file its Annual General Meeting (AGM) minutes and fails to file its Annual Reports (ARs)

--> ACRA will consider the factors and impose appropriate penalties. In addition, the Government has the right to invite the company's director to work with the aim of resolving and handling the company's violations.

- If a company in Singapore fails to comply with ACRA regulations, the company will be subject to the following penalties:

- Companies in Singapore can request to pay a fine of $300 for each violation instead of being prosecuted by the Government. 

Violate Fines
Not holding the AGM within the prescribed time $300
Submitting Annual Report later than the prescribed time $300

ACRA is the direct decision-making body for corporate violations in Singapore:

  • Stage 1 – Before a summons is issued to the company: ACRA is allowed to recommend that the company pay a fine of $300 per offence instead of proceeding with prosecution;
  • Stage 2 – Summons issued to the company: ACRA is authorised to recommend the company pay a fine of $600 per offence instead of proceeding with prosecution;
  • Stage 3 – Warrant issued: ACRA is allowed to recommend the company pay a fine of $900 per offence instead of proceeding with prosecution.

The company has the right to request ACRA to reconsider the summons and reduce the fine. It will take the Singapore government approximately 8 weeks (depending on the complexity of the matter) to respond to the company's request.

To avoid late submission or failure to submit AGM, AR on time due to lack of understanding of Singaporean laws or due to lack of information update, please contact GLA for the best advice and support on tax declaration and financial reporting for Singapore companies. 

To better understand the requirements and tax policies in Singapore, businesses should contact GLA for the best advice and support on tax declaration and financial reporting for Singapore companies.

5. How will GLA support businesses in complying with the annual requirements for Singapore companies?

GLA, with experience in consulting and supporting the establishment of a company in Singapore, will support businesses in:

  • Fast, efficient, and legal company registration in Singapore.
  • Support with nominee director , secretary, and registered address services at a much reasonable price.
  • Accounting, financial reporting, and tax optimization as per Singapore accounting standards
  • Assistance in opening company bank accounts with licensed physical and digital banks in Singapore 
  • Business operation support, including consular legalization, trademark registration, payment gateway setup, and more.

6. Frequently asked questions about organizing AGM shareholders meeting

1. Is AGM mandatory?

Yes, holding an Annual General Meeting (AGM) is a mandatory requirement for all companies in Singapore, under Section 175 of the Singapore Companies Act.

Icon gla element Highlights
  • Annual AGM is mandatory Companies are required to hold and report their AGM within 6 months of the end of the financial year. Companies can apply for an extension of up to 60 days.
  • AGM is an occasion to present financial reports and perform other important events (if any) to shareholders.
  • A Singapore company may be exempted from holding an AGM or may not need to hold an AGM if it meets the requirements.
  • GLA will support Businesses to comply with annual AGM requirements legally, accurately and promptly.

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