Under the Companies Act, all Singapore incorporated companies are required to hold their Annual General Meeting (AGM) and file their annual returns. It is mandatory to stay compliant with these regulations since they are overseen by the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).
What is an Annual General Meeting (AGM)?
An 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 also discussed in an AGM:
- To approve the Director’s Report/Audit Report;
- To approve Directors’ fees, remuneration and emolument;
- To re-elect the Director(s) (if necessary);
- To reappoint auditors;
- To declare dividends (if any);
- To transact any other business, etc.
What is an Annual Return?
The annual return is an electronic form submitted to ACRA and contains important particulars of the company such as the name of the directors, secretary, its members, and the date to which the company’s financial statements of the company were made. The annual return provides critical information that helps various stakeholders in your company to make up-to-date decisions.
Since all Singapore companies are required to file annual tax returns, it includes two filings:
- Estimated Chargeable Income (ECI) that must be filed within 3 months of the company’s financial year-end;
- Corporate income tax return that must be filed by November 30 for paper filing or by December 15 for electronic filing.
The appointed officer of your company, whether he is a director or company secretary, can file the annual return on ACRA’s online filing portal BizFile+. Otherwise, you can choose to engage the services of a registered filing agent to carry out this process for your company.
You must ensure that you provide the following information when filing the annual returns:
- Company details – company type, registered office address, the particulars of the company officers, and details of registered charges are up to date.
- Shares – number of shares held, issued share capital, and amount of paid up share capital.
- Financial Statements – Preparing and filing your financial statements in XBRL format.
- Date of Annual General Meeting (if applicable)
Note: Companies that successfully file their annual return will receive a free business profile for reference, which will be emailed as a URL to the individual filing the annual return for download purposes.
Timelines for AGMs and Annual Returns
To uphold Singapore’s competitiveness as a regional business hub, ACRA continuously reviews the regulatory frameworks governing the companies and businesses registered in the city-state and makes necessary amendments to ensure their relevance, ease of application and efficacy.
From 31 August 2018, the timelines for holding AGMs and the filing of annual returns were aligned with the financial year ends (FYEs) of companies.
The timelines have been aligned with the FYE to simplify the compliance procedures for Singapore companies and to establish predictability and clarity.
To prevent companies from randomly changing their FYE to avoid compliance requirements, companies must notify the Registrar of their FYE upon incorporation must obtain approval from the Registrar.
If your company’s financial year ends before 31 August 2018:
- You must hold the first AGM within 18 months of the date of incorporation.
- The financial statements must be up to a date not exceeding 4 months before the AGM if you are a listed company. For non-listed companies, it must be made up to a date not exceeding 6 months before the AGM.
If your company’s financial year ends on or after 31 August 2018:
- You must hold an AGM within 4 months after your company’s FYE and file the annual return within 5 months after your company’s FYE if you are a listed company.
- You must hold an AGM within 6 months after your company’s FYE and file the annual return within 7 months after your company’s FYE if you are not a listed company.
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 FYE or it is a Dormant Relevant Company which is 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.
Let Tianlong Services Pte. Ltd to assist you with all your accounting, tax and secretarial matters. If you need help to hold your AGM, file your annual return and accounts in XBRL format, we are always here to help you out. Contact us TODAY.