Annual General Meeting (AGM)
What is Annual General Meeting (AGM)
Every private company incorporated in Singapore is required to hold an annual general meeting (AGM) at which its financial statements in respect of its last financial year are tabled.
The deadline to hold the AGM is within 6 months after the end of its financial year.
Further, the company shall file an annual return with ACRA within 7 months after the end of the financial year end. Dormant companies must also file an annual return.
The Company has a few options they can consider in respect of the AGM:
- Exemption to hold AGM - A private company does not need to hold an AGM if it sends its financial statements to all members within 5 months after the financial year end. Two points to note:
- Any member or the auditor can, within 14 days after the financial statements are sent, ask for a general meeting to lay the financial statements. If that happens, the directors must hold the meeting within 14 days of the request.
- Your constitution must not require matters to be approved at an AGM (for example, retirement and re-election of directors, or re-appointment of auditors). [Retain only if confirmed by Corp Sec] - Hold AGM with short notice - For Singapore private limited companies, in practice, most companies do not hold a physical meeting and the matters to be approved are generally approved by the shareholders by signing the circulated minutes. For such cases, we usually do a short notice so that all documents can be executed at the same time. Do note that consent to short notice would require all shareholders' signature.
- Hold AGM with 14 days notice - For companies that prefer to hold a physical AGM or if they expect that some of the shareholders are unable to sign, usually the Company will need to refer back to its Constitution and hold the AGM with the proper notice period and requirements set out therein.The general number of days notice required is 14 days. The notice would include the details of the AGM to be held and on the date of AGM, the shareholders will approve the resolutions and sign the minutes of AGM
- Dispensation of AGM - Separately, a private company can dispense with holding AGMs altogether if all members approve a resolution to do so. Dispensing with the AGM does not remove the need to approve the matters normally approved at an AGM; shareholders still approve these by written resolution. The annual return is still required.
Do note that if Sleek is your company secretary, by default Sleek will usually prepare the AGM with short notice (no. 2 above) unless instructed otherwise.
In respect of financial statements, there are also a few options:
- If the Company is a dormant relevant company (i.e., no expenses (other than professional fees like Sleek), no investments and no accounting transactions), then the Company will need to complete a dormancy checklist. Do note that the Company still has to ensure proper accounting records are kept even if dormant.
Private companies do not need to hold an AGM if they meet any of these criteria:- Send financial statements to all members within five months after the FYE.
- Dormant, not listed (or not a subsidiary of a listed company), and has total assets of $500,000 or less (consolidated value if it is an ultimate parent).
- If the Company is non-dormant but qualifies as a small company exempt from audit requirements, then the Company will need to prepare full set of unaudited financial statements but do not need to appoint auditors and prepared audited financial statements.
- If the Company is not exempt from audit requirements then they would need to appoint auditors and prepare audited financial statements for approval.
For companies that are insolvent/have corporate shareholders (and not dormant) or their revenue has exceeded the stipulated amount, they would need to prepare an additional document which is also known as XBRL. This is an electronic format of the full set of financial statements which is used for filing purposes during the annual return. Companies that are part of a group may also be required to prepare consolidated financial statements. This would depend on the structure of the group and it would be best to check with your accountants if this is required.
