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After registering your company in Singapore, one of many important tasks you have to do is to hold your AGM, or Annual General Meeting every year.
To help you navigate the intricacies of Singapore's annual general meeting (AGMs). Our comprehensive guide provides essential insights into the purpose, regulations, and best practices surrounding AGMs in Singapore.
Let's delve into the key aspects that ensure a smooth and compliant AGM experience for your company.
1. Everything you need to know about Singapore annual general meetings
1.1. What is an annual general meeting or AGM?
The AGM is a mandatory yearly gathering of shareholders where your companies present financial statements (accounts) to shareholders (members), enabling them to inquire about the company's well-being. It's a crucial opportunity for shareholders to present their concerns.
In Singapore, all companies must conduct AGMs. The AGM date is disclosed to ACRA during the filing of the Annual Return on BizFile+.
If a company is exempt from holding an AGM or has opted out, such details must be provided during the annual return filing process.
In short, you should remember that
- Holding an AGM every year is compulsory;
- An AGM is where your company presents the company financial statements to shareholders and conducts other important events (if any);
- Your Singapore company can get an exemption for AGM.
For more information regarding the AGM, you can check out the ACRA page: Holding Annual General Meetings.
1.2. Crucial timeline for holding AGMs
Following the Amendment of the Singapore Companies Act with effect from 31 August 2018, the new timeline for holding AGM is as follows
| For Singapore-listed companies (all companies whose shares are listed on the Singapore Exchange Limited (SGX) | For all other Singapore companies |
| Hold AGM within 4 months after Financial year end. | Hold AGM within 6 months after Financial year end. |
Important note
A company’s financial year end (FYE) represents the final day of its accounting period. The accounting period is a specific time frame for which financial transactions are recorded and financial statements are prepared.
This period can be a month, quarter, or year, and it helps organizations track and manage their financial performance and position over consistent intervals.
1.3. 6 crucial things to take note of during AGMs
The company issues meeting notices to board members, shareholders, and officers, including essential details like date, time, and location. Notices must specify agenda items, special resolutions (with required voting thresholds), and proxy appointment rights.
These notices are sent a minimum of 14, 21, or 28 days before an AGM, depending on resolution types and special notice requirements. A shorter notice period is possible with member consensus.
The quorum, a minimum of 2 members is essential for a valid AGM (unless the constitution specifies otherwise). No AGM can be conducted without meeting this requirement.
Shareholders unable to attend an AGM can appoint up to 2 proxies, not necessarily company members. The notice must explicitly state members' proxy appointment rights, and a proxy form is attached.
Shareholders proposing resolutions like director or auditor removal provide special notices 28 days before an AGM. The company then circulates this notice to all members at least 14 days before the meeting, emphasizing attention to specific resolutions.
Private companies may pass resolutions in writing without a shareholders’ meeting. Circulating proposed resolutions to shareholders for approval is common, with the majority required to align with ordinary and special resolution criteria. This method is frequently used by private companies for its convenience.
2. Extension of deadline for AGM: What do you need to know?
2.1. What is Extension of dealine?
An extension of the deadline for an annual general meeting (AGM) refers to a situation where a company is granted additional time beyond the original deadline to hold its AGM.
Your company needs to hold your AGMs within a specified timeframe after the Financial year end. However, certain circumstances or events may lead your company to seek an extension of the deadline.
To help you comply with this annual requirement, ACRA offers you the option of extending the deadline (EOT). If you find the need to postpone your AGM or annual return filing, you can apply for an EOT of up to 60 days.
You can submit the EOT application on your own via your company secretary or a professional firm on behalf of your company. Here is how the process works.
Go to your BizFile+. Under File eServices, select Local Company
Under Annual Filing, select Extension of Time for AGM/Annual Return. You need to clearly outline the reasons for the extension. For listed companies, include relevant documents and any comments by SGX on the application.n
Once you fill in all the information, you should take time to ensure all the information and check if the transaction is complete. A confirmation email will be sent to the applicant if you successfully do all the steps above.
2.2. How soon must you apply for EOT?
You should submit the EOT application before your AGM/annual return deadline. ACRA may take up to 14 working days to process the application, possibly longer if further clarifications are needed. It is advisable to submit the application and payment more than 14 days in advance for smoother processing.
3. Exemption and Dispensation with AGM
3.1. Exemptions from holding an AGM
Since August 31, 2018, private companies have the option to be exempted from holding AGMs if they provide their financial statements to shareholders within five months after the financial year end.
This exemption is subject to the following 4 safeguards:
If a shareholder wishes to request an AGM, he/she must notify the company no later than 14 days before the end of the sixth month after the financial year end.
Directors must conduct an AGM within 6 months after the financial year-end if notified by any shareholder. The company can seek the Registrar’s approval for an extension to hold the AGM before the end of the six months after the financial year end.
Private companies must hold a general meeting to present financial statements if any member or auditor requests it within 14 days after the financial statements are sent out. Directors must organize this meeting within 14 days after the request date.
Private dormant relevant companies, exempt from preparing financial statements, are not obligated to hold AGMs, provided they adhere to the mentioned safeguards.
Important note
A private dormant relevant company is one that is dormant, not listed (or not a subsidiary of a listed company), and has total assets less than or equal to $500,000 (consolidated value if it is an ultimate parent).
Contact us today to see if your company needs to hold an AGM every year or not.
3.2. Dispensing with AGMs
A private company doesn't need to hold AGMs If all the shareholders pass a resolution to dispense with the holding of annual general meetings.
Companies can pass written resolutions for decisions that would normally be made at an Annual General Meeting (AGM). These resolutions can be included when the company files its annual returns.
The written resolutions can be shared with shareholders either as printed documents or in another readable format, such as emails, as long as the company and shareholders agree on the method.
You should seek professional/legal advice if they require assistance with the format for the resolutions.
However, an exempt company needs to be subject to the above 4 safeguards in the Exemptions from holding an AGM section.
4. How can we help you comply with the annual requirements for the Singapore company?
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5. FAQs about the Singapore annual general meetings
The annual general meeting is compulsory for all Singapore companies. Section 175 of the Singapore Company Act requires all companies to hold an Annual General Meeting (AGM). Listed companies are to hold their AGM within 4 months after Financial Year End (FYE), while any other company is to hold their AGM within 6 months after FYE.
For Singapore’s newly incorporated companies, the first annual general meeting has to be within 18 months after the company incorporation date.
Even if your company is dormant or does not have any business activities in a year, you as a business owner still need to have your AGM and file your annual return within the prescribed timeline. However, private dormant relevant companies, which are exempt from preparing financial statements, do not need to hold AGMs, subject to some safeguards.
Yes, you can delay your Singapore company AGM. To do that, you need to apply for an Extension of Time (EOT) of up to 60 days.
Yes, you can hold an AGM online.
AGMs are traditionally held in person. The COVID-19 pandemic has prompted a shift towards virtual AGMs for many organizations. This allows for effective and safe participation amid evolving circumstances.
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