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.
The Company has a few options they can consider in respect of the AGM:
- Exemption to hold AGM - Generally if financial statements are sent to its members within 5 months from the end of the financial year, a company can be exempt from holding an AGM. However, this is subject to the agreement of all the members and if the Constitution does not have any matters that requires approval at an AGM such as retirement and re-election of Directors and re-appointment of auditors.
- 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 - There is one other option which is the dispensation of AGM. Do note that this dispensation of AGM only dispenses with the need to hold a physical AGM and does not mean matters usually approved at an AGM does not need to be approved. For companies that has dispensed AGM, they will still need to get their shareholders to approve the matters usually approved at an AGM by way of written resolutions. A separate EGM has to be first held to approve this dispensation and this has to be approved by all members and thereafter filed with ACRA before a company can dispense with AGM going forward (this dispensation also needs to be filed before the deadline to hold AGM).
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 and can be exempted from preparing the full set of the financial statements and only prepare management accounts (i.e. balance sheet and profit and loss statement) for approval. Do note that the Company still has to ensure proper accounting records are kept even if dormant.
- 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.
