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AGM and Annual Return for a Singapore Private Limited Company
It is mandatory for all Singapore private limited companies to stay compliant with Accounting and Corporate Regulatory Authority (ACRA). Among others, having AGM (annual general meeting) and filing annual returns are the compliance requirements for Singapore companies.
Annual General Meeting (AGM)
a) What is AGM?
An Annual General Meeting (AGM) is one of the compliance requirements for all Singapore companies. The annual meeting is mandatory to be held by a company to keep its shareholders updated with the business health, financial performance as well as the progress of the company. It is the mandatory requirement that, according to section 201 and section 197(1) b) of the CA, the company must present the financial statements at the AGM (Not more than 4 months before the date of the AGM while unlisted companies must lay out the financial statements not more than 6 months before the date of the AGM) and lodge the records of the AGM with ACRA respectively. The shareholders are granted the opportunity to raise queries, vote and make important decisions for the company (such as the appointment or removal of a director).
b) When must the AGM be held?
Under section 175 of the Companies Act, every company is must have its first AGM within 18 months from the date of incorporation. Subsequent meetings have to be held every calendar year with the interval of not be more than 15 months between such AGMs. The company must send the written notice (that includes the date, time and venue of the AGM, details of the resolution to be passed) at least 14 days before the AGM.
It’s mandatory for every locally incorporated company to file their annual returns (the electronic document that every company must file with ACRA every year to keep its basic information updated) under the Companies Act, 30 days from the date of the AGM. The annual return must be signed either by a director of the company or a company secretary upon submission. (download annual return sample or template here)
An annual return contains the following information:
i. Company Name and Registration Number
ii. Principal activities
iii. Registered Office Address
iv. Details of company officers (directors, secretary)
v. Shareholder details, share capital, etc.
vi. Dates of Annual Returns, Annual General Meeting and Accounts
vii. Financial statements (XBRL), if necessary
In addition to this, the audited financial statements of the company must be submitted to ACRA along the Annual Return (the Singapore Financial Reporting Standards mandates all companies to prepare year-end Financial Statements that summarize the financial activities during the accounting year in eXtensible Business Reporting Language (XBRL) format. (download XBRL sample or template here)
Failing to comply with the requirements for holding of AGM and filing of annual return will face penalty and/or court prosecution imposed by ACRA.
On a final note, it’s mandatory for every company to stay compliant with the ACRA in Singapore. If you need help to file your AGM, annual return and XBRL, 3E Accounting is always here to help you out. Feel free to contact our professional team today!