Holding Annual General Meetings in Singapore

1. What is an AGM?

‍An AGM is a mandatory annual gathering of shareholders. The primary purpose is for the company to present its financial statements to the shareholders, allowing them to address any queries about the company's financial position.

2. Timeline for Holding AGMs

• Listed Companies: Must hold their AGM within 4 months after the end of their financial year.
• Non-listed Companies: Must hold their AGM within 6 months after the end of their financial year.
• Frequency: AGMs should be held at yearly intervals, not exceeding 15 months between two AGMs.
• Extension: Companies can apply for a 60-day extension to hold their AGM on the ACRA website. The processing time for this application is up to 14 days, and there's a fee of $200.

3. Exemptions from Holding an AGM

‍Certain companies are exempted from holding an AGM:

• Private companies that dispatch their financial statements to their members within 5 months after the end of their financial year.
• Private companies where all members pass a resolution to forgo the AGM.

Note: If any member requests, an AGM must be held within 6 months after the end of the financial year.

4. Notification of AGM

• Method: The notice should be sent as permitted by the company's Constitution.
• Duration: A minimum notice period of 14 days is required unless the company's constitution specifies otherwise.
• Recipients: The notice should be sent to all company officers, the estates of deceased members, the Official Assignee overseeing any bankrupt members' affairs, the company's current auditor, and any other persons specified in the company's Articles.

5. Conducting the AGM

• Main Agenda: The primary focus should be on presenting the financial statements, balance sheets, director's report, and auditor's report (if applicable). It's also a platform to address any business-related queries.
• Validity: For the AGM to be valid, the quorum must be met. By default, the quorum is 2 members unless the Constitution states otherwise.
• Post-AGM: After the AGM, a copy of the meeting minutes should be sent to all attendees. The signed board resolutions should be filed, and the meeting minutes should be stored in the Minutes Book.

6. Penalties for Non-compliance

‍Companies that fail to hold an AGM as per the stipulated guidelines can face penalties. Non-compliance can lead to prosecution, and upon conviction, the company can be fined up to $5,000.

For a comprehensive understanding and to access specific forms or details, it's recommended to visit the official ACRA website. Proper adherence to the AGM guidelines ensures transparency and compliance with Singapore's regulatory framework.