Annual General Meeting (AGM)
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 Returns.
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.
What is an AGM?
An Annual General Meeting (AGM) refers to a shareholders’ meeting held every calendar year at specific intervals. It gives the company’s shareholders the opportunity to arrive at certain decisions and approve them in unison. Another key purpose of the AGM is to conduct a thorough review of the company’s financial statements, which shareholders must approve based on simple majority.
The following matters are discussed in an AGM
When Must a Company Hold its AGM?
In Singapore, unless your company is exempted from holding an AGM or has dispensed with the holding of an AGM, the timelines are:
Type of Company
When the AGM is to be Held
Within 4 months after their financial year end (FYE)
Within 6 months after their FYE
How to File an AGM
When convening an AGM, you must send a written notice of the AGM to all members, including:
- 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
A written notice containing details about the AGM should be produced and circulated at least 14 days before the AGM, in order to allow all the members to set aside time in their schedules to attend the AGM. The notice should include the date, time and venue of the AGM, details of the resolution to be passed, and notice of a member’s right to appoint a proxy.
Copies of documents such as financial statements, balance sheet, director’s report and auditor’s report should be sent to the shareholders within this period.
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
Exemption to Hold AGM
A company can be exempted from holding its AGM if it sends its financial statements to all persons entitled to receive notice of general meetings of the company within 5 months after the financial year end (FYE) or it is a Dormant Company exempted from preparing financial statements.
The exemption to hold an AGM must adhere to the following:
- If a member wishes to request a company to hold an AGM, he/she must submit his notification within 14 days before the end of the sixth month after the FYE
- Directors must hold an AGM within 6 months after the FYE if notified by any member of the company to do so.
- Private companies must hold their AGMs to lay financial statements if any member or auditor requests for it no later than 14 days after the financial statements are sent out.
Appointing a Proxy to Attend an AGM on Behalf of a Shareholder
There will be situations when members are unable to attend an AGM. When a shareholder is unable to attend an AGM, the shareholder is entitled to appoint a proxy pursuant to section 181 of the CA to attend the AGM on behalf of the shareholder.
A member can appoint a maximum of 2 proxies to attend the same meeting. A proxy need not be a member of the company and can be anyone the shareholder chooses to appoint. The proxy form shall be an attachment to the notice of the company.
What if my Company Needs a Time Extension to Hold AGM?
If your company is unable to hold an AGM within the stipulated timeframe, it is possible for the company to apply for an extension of time (EOT) with ACRA before the due date.
The EOT can be applied for by the company officer, such as the director, the secretary or a professional firm on behalf of the company via BizFile+ (Local Company > Annual Filing > Extension of Time for AGM/Annual Return).
ACRA will grant up to two months of extension only and the cost of an extension is S$200. Hence, it is prudent to follow the steps for first changing the FYE date, and then applying for an EOT, in the proper order to avoid unnecessary costs.
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