AGM And Annual Return (AR) In Singapore

Annual General Meeting (AGM) And Annual Return (AR) In Singapore

Annual General Meeting (AGM) And Annual Return (AR) In Singapore

What is an AGM (Annual General Meeting)?

An annual general meeting (AGM) is a way for your company to present its financial statements (accounts) to shareholders (members). Shareholders can then ask questions about the health of your business. An AGM is therefore an important opportunity to address their concerns.

All companies in Singapore are required to hold AGMs.

The date of your company’s AGM is declared to ACRA when filing your company’s Annual Return with the Authority ACRA.

Similarly, if your company is exempted from holding an AGM or has dispensed with the holding of AGM, you would need to submit the details when filing your company’s annual return.

The process of an AGM

During an AGM, the company presents its financial statements to members, and answers any queries on the business.

AGMs are conducted under the direction of the chairman of the meeting, who is usually the chairman of the board of directors. If your company’s Constitution does not specify a chairman to regulate the meeting, any member can be elected at the AGM to fulfil the role.

The company secretary – or an appointed secretarial service – is required to prepare any necessary documentation for the AGM (e.g. the company Constitution).

Please take note of the following when AGM is conducted.

Other than ordinary business, the meeting should only deal with resolutions for which notice has been given.

Ordinary business is defined in your company’s Articles, and may include subjects such as:

  • Dividend pay-outs
  • Appointment of directors/auditors
  • Remuneration for senior executives and directors
  • Consideration of accounts and balance sheets

Subjects other than these may be considered special business.

Any resolutions at the meeting, other than ordinary business, should have been mentioned in the Notice of the AGM.

[Note] If you vote on a topic that was not mentioned in the notice, the resolution may not be legally valid. This is because a member with voting rights may be absent during the meeting, and have no knowledge of the matter.

Note that members also have the right to propose resolutions for the meeting. However, they must bear the expense of circulating such resolutions.

Quorum

The quorum is the minimum number of members who must attend the AGM, for it to be considered valid.

If the quorum is not specifically stated in your company’s Constitution, the minimum number is two members (or their proxies).

Appointment of Proxies

A proxy can attend and vote on behalf of a member at the AGM. The proxy does not need to be a member of your company.

The procedure for appointment of a proxy should be in your company’s Constitution; the procedure may be applicable for all meetings, or only for the current meeting.

Ensure that the procedures have been followed by members using proxies.

Laying of Financial Accounts

Directors are responsible for presenting documents such as:

  • Financial statements
  • Balance sheets
  • Director’s report
  • Auditor’s report (if applicable)

These materials should also be sent with the Notice of the AGM, at least 14 days prior to the meeting. This will allow members to prepare questions for the directors.

Voting for various resolutions

Your company’s Constitution covers the voting rights of members, as well as the procedures for voting.

Usually, all members have the right to vote, barring exceptional circumstances (e.g. a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote).

Voting is done by a show of hands or a poll; but note that proxies are usually not allowed to vote by a show of hands, unless the company’s Constitution allows this.

Closing of your AGM

The minutes of the AGM must be recorded in writing, and signed by the company’s chairman. The company must then file its Annual Returns with the Authority viz. ACRA.

 

Sending notice of the AGM

When convening an AGM, you must send a written Notice of the AGM to all members. This includes:

  • The estates of any deceased members
  • The Official Assignee (OA) overseeing any bankrupt members’ affairs
  • The current auditor of the company
  • Any other persons specified in the company’s Articles

The minimum notice period is 14 days, though the Constitution may provide for a longer period of notice. The notice period can also be shortened, with the agreement of all the members entitled to attend and vote.

Details to include in the notice

  • Date, time, and venue of the AGM
  • Details of any resolutions to be passed
  • Notice of a member’s right to appoint a proxy (for members who cannot attend in person)
  • Ordinary business to be transacted
  • Copies of the financial statements, balance sheet, and director’s or auditor’s report

Serving the notice to members

Notices may be served personally, by post, by e-mail and other forms of electronic communications, or by any other means permitted by the Constitution.

Special Notice

A special notice is required under certain circumstances, such as the removal of directors or auditors. Such a notice must be served to members at least 28 days before the date of the meeting.

 

Timeline for holding AGM

For companies with financial year ending (FYE) on or after 31 August 2018:

If you are a listed company, you must hold an AGM within four months after your company’s financial year end and file the annual return within five months after your company’s financial year end.

If you are not a listed company, you must hold an AGM within six months after your company’s financial year end and file the annual return within seven months after your company’s financial year end.

For companies with financial year ending (FYE) before 31 August 2018:

You must hold the first AGM within 18 months of the date of incorporation.

The financial statements you present at an AGM must be made up to a date not more than four months before the AGM, if you are a listed company. For non-listed companies, it must be made up to a date not more than six months before the AGM.

Exemptions from holding an AGM

With effect from 31 August 2018, private companies can be exempted from holding AGMs if they send their financial statements to their members within five months after the financial year end.

The exemption to hold an AGM is subject to the following safeguards:

  1. A member who wishes to request that an AGM be held must notify the company no later than 14 days before the end of the sixth month after the financial year end
  2. Directors must hold an AGM within 6 months after the financial year end if notified by any member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM by the deadline (i.e. before the end of the six months after the financial year end)
  3. Private companies must hold a general meeting to lay financial statements if any member or auditor requests for it no later than 14 days after the financial statements are sent out. Directors must, within 14 days after the date of request, hold a general meeting to lay the financial statements.

Private dormant relevant companies*, which are exempt from preparing financial statements, do not need to hold AGMs, subject to the above safeguards.

*A private dormant relevant company is a private company which is dormant, not listed (or not a subsidiary of a listed company); and has total assets less than or equal to $500,000 (consolidated value if it is an ultimate parent).

Dispensing with AGMs

A private company need not hold AGMs if all the members pass a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the members.

Applying for an Extension of Time to hold your AGM

You can apply for an Extension of Time (EOT) of up to 60 days, if you need to delay holding the AGM or filing the annual return.

An EOT application can be made by a company officer (e.g. company secretary or director), or by a professional firm on behalf of your company.

  • The application fee is $200.
  • Provide the reasons for the application (Listed companies are to attach the reasons for the application, along with any relevant documents, including any comments by SGX on the application).
  • Once the EOT application is successfully submitted, a confirmation email will be sent by ACRA to the person making the application.

Notification of AGM date after filing latest Annual Return (AR) without AGM

Notification of AGM date upon member request after latest AR was filed without AGM:

When any member is requesting the Company to hold AGM within the applicable due date after filing the Annual Return, the Company is required to notify the Registrar within 14 days from the date of AGM however it should be notified within the due date otherwise it will incur with late penalties by ACRA.

During the notification of AGM, the below information are required to be furnished:

  • Date of AGM requested by member
  • Date of AGM
Note: Notification of AGM Date is only applicable if the latest AR was filed without an AGM date.

 

Annual Return (AR) Filing Requirements

Every company in Singapore must file its Annual Return in its appropriate due date with the Company Registrar otherwise this will incur penalties.

Timeline for filing of Annual Returns (AR)
For Companies with FYE ending before 31 Aug 2018For Companies with FYE ending on or after 31 Aug 2018
For companies having a share capital and keeping a branch register outside Singapore:File annual returns within 60 days after AGMFor companies having a share capital and keeping a branch register outside Singapore: File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE
For other companiesFile annual returns within 30 days after AGMFor other companies:File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE
Annual return can be filed only:

  • after an AGM has been held;
  • after financial statements are sent if company need not hold AGM; or
  • after FYE for private dormant relevant company that is exempted from preparing financial statements.

To prevent companies from arbitrarily changing their FYE, the following safeguards are put in place by ACRA:

·         a) Companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;

·         b) Companies must apply to the Registrar for approval to change their FYE:

                    * if the change in FYE will result in a financial year longer than 18 months; or

                    * if the FYE was changed within the last 5 years; and

·         c) Unless otherwise approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.

·         d) Only FYE of the current and immediate previous financial year may be changed (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed).

A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period of 12 months for each financial period.

Important information for companies with unusual financial year period:

·         Companies with an unusual financial year period (e.g. 52 weeks) should notify ACRA via the notification of change of FYE if they want to avoid applying for approval to change FYE every year.

Important information for newly Incorporated companies that have yet to file Annual Returns:

·         Companies incorporated before 31 August 2018 have their FYE deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date. In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation is deemed by law to be their FYE. Companies can change their FYE by notifying ACRA before or after 31 August 2018.

 

Notification of AGM date after filing latest Annual Return (AR) without AGM

Notification of AGM date upon member request after latest AR was filed without AGM:

When any member is requesting the Company to hold AGM within the applicable due date after filing the Annual Return, the Company is required to notify the Registrar within 14 days from the date of AGM however it should be notified within the due date otherwise it will incur with late penalties by ACRA.

During the notification of AGM, the below information are required to be furnished:

  • Date of AGM requested by member
  • Date of AGM
Note: Notification of AGM Date is only applicable if the latest AR was filed without an AGM date.

 

Filing of Financial Statements (FS) with Annual Returns (AR)

(i) Companies required to file financial statements with their Annual Return
  • Financial Statements are to be filed in XBRL format.
(ii) Companies not required to file their financial statements with their Annual Return

Companies that are not required to file financial statements must instead submit a declaration online when they file their Annual Returns via BizFile+. The declaration will appear in the transaction based on the company type selected during annual return filing in BizFile+ .

Who Needs to File Financial Statements (FS)?

All Singapore incorporated companies are required to file financial statements with ACRA, except for those which are exempted. Some companies will file a full set of financial statements in XBRL format, while some others will file only salient financial data in XBRL format and a full set of financial statements in PDF. The filing requirements depend on the type of company you own (see table below).

If you own a sole proprietorship, partnership, or limited partnership, you are not required to file financial statements with ACRA.

Type of companyFinancial Statements you need to file
Public / private companies (limited or unlimited by shares), except those under (a) and (b) belowFull set of financial statements in XBRL format.
(a) Specific companies regulated by MAS, such as commercial banks, merchant banks, insurance companies, and finance companies*

*Companies other than the specified types (e.g. money changers) are required to file a full set of XBRL financial statements

Financial Statements Highlights in XBRL format, plus PDF copy of the financial statements.
(b) Companies permitted to use accounting standards other than SFRS, SFRS for Small Entities, and IFRS**

** SFRS stands for Singapore Financial Reporting Standards and IFRS stands for International Financial Reporting Standards

Financial Statements Highlights in XBRL format, plus PDF copy of the financial statements.
Solvent Exempt Private Companies (EPCs)Exempted from filing financial statements. Nonetheless, you are encouraged to file the full set of financial statements or the financial statement highlights in XBRL format.
Insolvent EPCsYou must either:
(a) file a full set of financial statements in XBRL format, or(b) financial statements highlights in XBRL format, plus a PDF copy of the financial statements.
Companies limited by guaranteePDF copy of the financial statements
Foreign companies, or local branches of foreign companiesPDF copy of the financial statements

Differences between a solvent and insolvent EPC

A private company can have not more than 50 members. An exempt private company (EPC) can be a private company with less than 20 members, and does not have any corporations holding beneficial interest in its shares (whether directly or indirectly). An EPC can also be a private company owned by the Government that is declared in the Gazette to be an EPC.

  • An EPC is insolvent if it is unable to meet its debts when they are due. Insolvent EPCs are required to file financial statements as mentioned above.
  • Solvent EPCs only need to make an online declaration of their solvency, and filing financial statements are voluntary.

Prepare Financial Statements Highlights

Not all companies are required to file a full set of financial statements in XBRL format. Some companies are only required to file financial statements highlights in XBRL format, with a PDF of the financial statements tabled at the AGM. Refer to the above Table whether your company is eligible only to file financial statements highlights in XBRL format.

Applying for Exemptions from XBRL Filing Requirements

Companies may apply for exemption from XBRL filing requirements from ACRA, for the following:

  • Exemptions from specific business rules in filing your financial statements in XBRL format (e.g. removing the requirement for comparative periods in your financial statement, given valid reasons).
  • Exemption from filing full set of XBRL financial statements, and instead filing Financial Statement Highlights (FSH) in XBRL format only, if you have valid proof that the full set of XBRL financial statements cannot be prepared.
  • Allowing you to file PDF copy of financial statements, with valid proof that you cannot file the full set of XBRL financial statements, or FSH.

Exemptions are evaluated on a case-by-case basis by ACRA.

Some Important Frequently Asked Questions on filing of ARs:

Q: What if a company fails to file its Annual Returns?

A: Enforcement actions will be taken against directors and companies for annual returns filing breaches.

Q: What are some of the transactions that would be disregarded in determining whether a company is  dormant? 

A:

  • The appointment of a secretary of the company;
  • The appointment of an auditor;
  • The maintenance of a registered office;
  • The keeping of registers and books under certain sections of the Companies Act;
  • The payment of fees or charges payable under any written law;
  • The taking of shares in the company by a subscriber to the Constitution in pursuance of an undertaking of his in the Constitution.

For more details, please refer to s205B of the Companies Act.

Q: My company’s financial statements are exempted from audit, but we have chosen to get our financial statements audited.  Should we be filing the unaudited or audited financial statements? 

A: Companies that are exempted from audit requirements are not required to have their financial statements audited. Instead, they will prepare unaudited financial statements for purposes of AGMs and filing with ACRA. If the company chooses to have the financial statements audited, it will submit the audited financial statements together with the auditor’s report.

Q: If the company has already filed an Annual Return with ACRA, does it still need to file any documents with IRAS? 

A: For a dormant company:

  • The company must submit its Income Tax Return (Form C) unless it has been granted a waiver from IRAS. The company may apply for a waiver from IRAS by submitting the form ‘Application for a Waiver to Submit Income Tax Return (Form C) by a Dormant Company.

For all other companies:

  • The company which has filed Annual Return with ACRA must also file its Income Tax Return (Form C-S / Form C) and the necessary supporting documents (such as financial statements and tax computation) with IRAS annually.

 

Source of Information, Guidelines, Compliance, Laws, Rules & Regulations is from the relevant authorities of Singapore
Details of SourceName of Authorities
·         Corporate matters such as Companies, Businesses, etc·         The Accounting and Corporate Regulatory Authority (ACRA)
·         CPF matters·         CPF Board
·         Fair Employment Practices (FEP)·         Tripartite Alliance for Fair and Progressive Employment Practices (TAFEP)
·         Immigration matters & Student Passes·         Immigration Checkpoints Authority (ICA)
·       Taxation and GST·         The Inland Revenue Authority of Singapore (IRAS)
·         Skills Development Levy (SDL)·         SkillsFuture Singapore Agency
·         Work Passes·         The Ministry Of Manpower (MOM)

 

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