Information

An AGM is a mandatory annual meeting of shareholders. At the AGM, your company will present its financial statements before the shareholders so that they can raise any queries regarding the financial position of the company

Timeline to hold AGM
Companies with Financial Year Ending (FYE) on or after 31 August 2018

• Listed Companies must hold an AGM within 4 months after the FYE and file the annual return within 5 months after the FYE
• Non Listed Companies must hold an AGM within 6 months after the FYE and file the annual return within 7 months after the FYE

Companies with FYE before 31 August 2018

• Listed Companies’ financial statements presented at an AGM must be made up to date not more than four months before the AGM
• Non Listed Companies’ financial statements must be made up to a date not more than six months before AGM

Penalties for not Holding an AGM

• Directors who fail to follow the AGM requirements can be prosecuted in court
• Eventual consequences can include disqualification or debarment from being a director. In addition, ACRA can impose composition fines on companies that do not hold the required AGMs
• Late lodgement fee of $300 will be imposed.

Who is Exempted

• 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
• Private dormant relevant companies do not need to hold AGMs

The information above is referenced from
https://www.acra.gov.sg/how-to-guides/annual-general-meetings/what-is-an-agm

Requirement to file ARs

• Under the Companies Act, all Singapore-incorporated companies are required to file AR with ACRA to ensure that the company’s information on ACRA’s register is up to date.
• The company must also submit the date of its AGM if it has held its AGM, as well as the company’s financial statements (if applicable). Company officers(Directors and Secretaries) may face enforcement action for failing to file their company’s AR

What is AR?

• An electronic form lodged with ACRA and contains important particulars of the company
• Date to which financial statements of the company are made up to
• Provides critical information that helps the company’s stakeholders to make informed decisions.
• AR includes:
  • 1. Company Details
  • 2. Shares
  • 3. Financial Statements
  • 4. Date of AGM

Penalties to Annual Returns (AR)

• Late lodgement fee for Annual Return is $300

The information above is referenced from
https://www.acra.gov.sg/how-to-guides/filing-annual-returns-ars

Requirement for Companies to maintain register of Registrable Controllers

• Companies, foreign companies and LLPs registered in Singapore are required to maintain beneficial ownership information in the form of a registrable controllers and to make the information available to public agencies upon request

The information above is referenced from
https://www.acra.gov.sg/legislation/legislative-reform/companies-act-reform/companies-amendment-act-2017/register-of-registrable-controllers

• Section 142(1) Failure of a company to have a Registered Office address
• Section 143(1) Failure to notify the Registrar of any change in the situation of the registered office address and office hours
• Section 145(1) Requirement to have at least one ordinary resident director in Singapore
• Section 173A(1) Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors

The information above is referenced from
https://www.acra.gov.sg/compliance/other-offences/common-offences-for-companies