Annual General Meetings (AGMs) in Singapore

What are AGMS in Singapore

An AGM is a compulsory meeting organized by a company to convey its business health to its shareholders. As the meeting goes on, shareholders are served with financial statements. After which, they can raise any questions concerning the financial performance and position of the company. During this meeting, they get to vote and pass important decisions for the well-being of the company.

In Singapore, it is a mandate of every newly developed company to conduct its first AGM within 18 months after the company incorporation date. This is in relation to the Singapore’s Company’s Act. Subsequent AGM meetings have to be conducted once every economic year. Following meetings need to be held at least 15 months from the preceding AGM. This is a requirement that every local and international company registered in Singapore has to strictly pay attention to. The company has to submit well-written notice 14 days prior to the AGM meeting.

How to hold an AGM?

Prior to having the AGM, a legally valid quorum has to be formed, consisting of a few persons who will be present during the meeting. In case the Memorandum and articles association does highlight this quorum, any 2 members/proxies at the meeting are free to join.

The AGM has to be directed by the meeting chairman, board of directors’ chairman. He/she has to ensure it runs in a smooth manner. Below is a summary of how to hold an AGM meeting.

• Proceedings of AGM
• Formation and meeting of a quorum
• Chairman conducts the meeting
• Recording of minutes
• Laying the years account
• Discussion of matters in the AGM’S notice

The meeting minutes’ passed resolutions, declared interest transactions and officers’ appointments, need to recorded in the minutes’ book. Then, the chairman will have to sign the meeting minutes.

Dispensation of Annual General Meeting

In accordance with section 175(A) of the Singapore Companies Act, Private limited companies can decide not to conduct an AGM only when shareholders and members have unanimously passed the written resolution. As long as the decision in regard to the dispensation of the AGM has been passed, all set matters for discussion during the AGM are combatted by distributing written resolutions to every member.

Here are the obligations to be followed after dispensation;

• Preparation of company’s financial statements at the end of every financial year.
• Sending to the members and shareholders updated financial statements and other relevant documents, alongside the Directors’ Report and statement.
• Passing across AGM associated, written resolutions passed by the shareholders.

How does a company ask for an extension of time to hold the AGM?

Asking for an extension comes in handy, especially when the company is unable to have an AGM within the specified time frame. The company can submit an application for extension of time alongside ACRA, in accordance with section 175 or 201 of the Companies Act. This application can be filed by either the Company’s officer or professional firm in place of the company. This application is made via the BizFile portal. The ACCRA gives utmost two-month extension at $200 extension fee.

Filing Annual Return

Each and every locally registered company is required to submit their updated annual returns, in accordance with the Singapore’s companies Act. This activity should be undertaken 30 days after the date of the AGM.Before filing these returns, the company has to ensure they have been signed by either company’s secretary or Director. The annual return is made up of;

• Company Name
• Company Registration Number
• Registered and reliable Office Address
• Principal activities
• Financial statements
• Annual Returns and Accounts dates
• Shareholder details, share capital
• Company officers’ details

Besides, audited and updated company financial statements have to be filed to ACRA alongside Annual Return. Failure to do so, the company risks landing a penalty or prosecution in a court of law.

How to notify ACRA that your company has complied and had an AGM within the stipulated time frame?

This can be done by submitting your company’s Annual returns via the BizFile portal. Only the company’s director or officer will be required to access BizFile with the help of a legal SingPass.In addition, a professional firm, SBS Consulting, in place of your company, can submit annual returns.

Verdict

Annual General Meetings are very vital to any company that intends to become competitive. These meetings avail time for shareholders and members to reflect and discuss the future of the company. By using the financial statements and reports in place, they make important decisions concerning the direction of the company. Therefore, it is very important companies hold thee meetings once every fiscal year.