Legal Framework for Annual General Meetings in Singapore
The legal foundation for AGMs in Singapore rests on two pillars: the Companies Act and ACRA’s guidelines. These rules set out clear expectations for how companies should conduct their AGMs.
The Companies Act lays out the basic requirements. It states when companies must hold AGMs, what they must cover, and who should attend. ACRA builds on this, offering detailed guidance on best practices and compliance.
These rules apply differently depending on the company type. Listed companies face stricter timelines and more extensive reporting requirements than private firms. Smaller businesses might qualify for exemptions under certain conditions.
The Role of Company Secretaries in Singapore AGMs
Company secretaries play a crucial role in facilitating AGMs. They ensure compliance with legal requirements, prepare necessary documents, and coordinate the meeting logistics. A skilled company secretary helps maintain proper corporate governance and smooth AGM proceedings.
Sourcing a local company secretary through a trusted provider like InCorp offers several advantages:
- Access to experienced professionals well-versed in Singapore regulations
- Ensuring all AGM-related documents are prepared accurately and on time
- Staying updated on the latest local regulatory changes
- Receiving expert guidance on AGM procedures and best practices
Timeline for Holding AGMs in Singapore
Singapore law sets specific timelines for companies to hold their AGMs. These deadlines vary based on whether a company is listed or not, and when its financial year ends.
- For companies with financial years ending on or after August 31, 2018:
- Listed companies must hold their AGM within 4 months after the financial year-end. They must then file their annual return within 5 months of the financial year-end.
- Non-listed companies have a longer window. They must hold their AGM within 6 months after the financial year ends and file their annual return within seven months.
- For companies with financial years ending before August 31, 2018:
- These firms must hold their first AGM within 18 months of incorporation. After that, they need to hold AGMs once every calendar year, with no more than 15 months between meetings.
The financial statements presented at an AGM must be recent. For listed companies, these statements cannot be more than 4 months old. Non-listed companies have a 6-month limit. For more details on financial reporting standards in Singapore, you can check our article Singapore Financial Reporting Standards.
Key Components of an AGM in Singapore
AGMs cover several important aspects of a company’s operations. These meetings allow shareholders to review the company’s performance and make crucial decisions. Here are the main components of an AGM in Singapore:
- Financial Statements
- Companies present their financial statements to shareholders. These documents provide a clear picture of the company’s financial health.
- Adoption of Accounts
- Shareholders review and adopt the financial accounts presented by the company.
- Dividend Declaration
- If applicable, the company may declare dividends during the AGM.
- Election or Re-election of Directors
- AGMs often involve electing new directors or re-electing existing ones.
- Approval of Directors’ Fees
- Shareholders vote on the approval of fees for the company’s directors.
- Appointment of Auditors
- The AGM is when companies appoint or reappoint auditors for the coming year.
While some companies may choose to discuss other (additional) matters, these components ensure that shareholders stay informed about the company’s status and health and have a say in its governance. They also fulfil legal requirements set by ACRA and the Companies Act.
AGM Notice and Procedures in Singapore
Proper notification and procedures are crucial for a valid AGM. Singapore law sets clear guidelines for these aspects:
Notice Period
Companies must send a written notice to all members at least 14 days before the AGM. This notice should include the meeting date, time, and venue.
Notice Content
The AGM notice must provide details about:
- The resolution to be passed
- A member’s right to appoint a proxy
Document Distribution
Along with the notice, companies must send copies of:
- Financial statements
- Balance sheet
- Director’s report
- Auditor’s report
These documents should reach shareholders within the 14-day notice period.
Proxy Appointments
Members who cannot attend the AGM can appoint a proxy. Key points about proxies include:
- A member can appoint up to 2 proxies
- Proxies do not need to be company members
- Companies must attach a proxy form to the AGM notice
Quorum Requirements
For an AGM to be valid, it must meet quorum requirements. If not specified in the company’s constitution, the Companies Act requires a minimum of two members present in person or by proxy.
Understanding these requirements is part of ensuring statutory compliance for Singapore companies.
For ongoing support in managing your company’s statutory requirements, including AGMs, consider exploring InCorp’s corporate secretarial services.
Exemptions From Holding AGMs in Singapore
As of August 31, 2018, Singapore law allows certain companies to be exempt from holding AGMs under specific conditions.
Eligibility for Exemption
Private companies can be exempt from holding AGMs if they meet specific conditions.
Procedure for Passing Resolutions
When a company dispenses with AGMs, it can:
- Pass written resolutions for matters typically addressed at an AGM
- Include these resolutions during Annual Return filings
Circulation of Resolutions
Written resolutions may be circulated:
- Via hardcopies
- Through other forms (e.g. emails) as agreed upon by the company and members
Member’s Right to Request an AGM
Despite dispensation:
- A member can still request an AGM
- This request must be made no later than 14 days before the end of the 6th month after the financial year-end
Company’s Obligations After Dispensation
Even after dispensing with AGMs, companies must:
- Prepare financial statements at the end of each financial year
- Send financial statements and other documents (like the Statement and Director’s Report) to shareholders
- Circulate AGM-related resolutions passed by written means
Resuming AGMs
If the resolution to dispense with AGMs ceases to be in force:
- The company must resume holding AGMs
- This applies if there are at least 3 months remaining to the AGM due date from when the resolution ceases to be in effect.
Companies considering this option should seek professional or legal advice from trusted partners like InCorp to ensure compliance with all relevant regulations.
Extension of Time for AGMs
Sometimes, companies may need to delay holding their AGM or filing their annual return. In such cases, they can apply for an Extension of Time (EOT) with ACRA.
