All Singapore registered private limited companies have a responsibility to remain compliant with the Accounting and Corporate Regulatory Authority (ACRA). There are two mandatory filings which must be done on an annual basis. These are namely the Annual General Meeting (AGM) and their Annual Returns (AR).
Annual General Meeting (AGM)
An AGM is a mandatory meeting held by the company to update its shareholders on the financial position or business health of the company. During the meeting, the company will present the financial statements to the shareholders and the shareholders can scrutinise and question the statements. This is in accordance with section 201 and section 197(1)(b) of the Companies Act which mandates that the company is required to lay out the financial statements and file records of the AGM with ACRA.
How an AGM should be held would be set out in the company’s Constitution (Also called Memorandum and Articles of Association or M&AA). In the Constitution, it would state the notice period required and the agendas to be discussed and those that will require approval. For companies using the standard constitution from ACRA, the usual preparation for an AGM would include sending members the following:
- A written notice containing details about the AGM such as the date, time and venue of the AGM
- Details of the resolutions to be passed
- A proxy form (If the member is unable to attend)
- Copies of documents such as the financial statements, balance sheet, director’s and auditor’s report
The usual agendas to be discussed during an AGM include but are not limited to:
- The approval of the company’s financial statements
- The remuneration of the directors of the company
- Re-election or appointment of directors
- Re-election or appointment of auditors
- Declaration of dividends
Under section 175 of the Companies Act, every company is required to hold its first AGM within 18 months (1 1/2 years) from the date of incorporation. Following which an AGM should be held once every calendar year. The interval between AGMs cannot be more than 15 months.
It is possible to dispense the holding of AGMs. Under section 175A of the Companies Act, a company may pass a resolution to dispense the holding of AGMs. This is subject to the resolution being voted upon by all members of the company. Even after such a resolution is passed, the company still has obligations to fulfil such as:
- Preparing the company’s financial statements at the end of each financial year
- Sending these financial statements and other relevant documents to the shareholders
- Seeking consensus for AGM-related resolutions through other forms of communication
If a company is unable to hold its AGM, it may apply for an extension of time with ACRA before the due date. Only two extensions are allowed and each extension is a period of 30 days. Most extension of time applications will take up to 14 days and thus the application should be done before the deadline.
Filing of Annual Returns (AR)
All companies incorporated in Singapore are required to file their annual returns within one month of holding the AGM or the passing of the written resolutions in place of the AGM.
The following information is required for filing:
- Name and Company Registration Number (UEN)
- Registered address
- Principle activities
- Company type
- Summary of share capital and number of shares
- Information of officers
- Information of shareholders
- Dates of AGM, AR and accounts
- Financial statements if necessary (in XBRL format)
The company would be required to file financial statements in XBRL format during the filing of its Annual Returns if the company is
- Insolvent
- Has a corporate shareholder for the financial year
If a company requires more time to file its annual returns it can apply for a one-time extension of either one or two months before the deadline to hold the AGM.
Since April 2010, companies that comply with the following sections of the Companies Act will receive a green tick reflected in ACRA’s online directory.
- Section 175: Annual general meeting
- Section 197: Annual returns by companies
- Section 201: Financial statements and consolidated financial statements
There are penalties for non-compliance. If you are unsure about your obligations as a company, you should contact a qualified professional like a registered ACRA filing agent to handle your company matters.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
Yours Sincerely,
The editorial team at Acra Filing Agent
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