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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 the regulations of the Companies Act and the Accounting and Corporate Regulatory Authority (ACRA). Among others, holding of AGMs (annual general meetings) and filing of 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. 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?
For companies with Financial Year End (FYE) ending before 31 August 2018, under section 175 of the Companies Act, every company must have its first AGM held 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 to shareholders, 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.
For companies with FYE on or after 31 August 2018, AGMs are to be held:
– For listed companies: within 4 months after FYE
– For any other company: within 6 months after FYE
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 within the stipulated timeline. 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 format), 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 result in officers of the company facing penalties and/or court prosecution imposed by ACRA.
On a final note, it’s mandatory for every company to stay compliant with the regulations and requirements of the Companies Act and ACRA in Singapore. If you need help to hold your AGM, file your annual return and accounts in XBRL format, 3E Accounting is always here to help you out. Feel free to contact our professional team today!