The law requires every company in Singapore to hold an Annual General Meeting (AGM) and file its Annual Return.
Holding of the First Annual General Meeting
Every company with Fiscal Year-End (FYE) ending before August 31, 2018 is required by law to hold its first Annual General Meeting (AGM) within 18 months from the date of incorporation, or 6 months from FYE date, whichever comes first.
Companies with FYE ending on or after August 31, 2018 are required to hold their first AGM within 6 months from their FYE.
Holding of Subsequent Annual General Meeting
Under Section 175 of the Singapore Companies Act (CA), every company is required to hold its subsequent AGM. The schedule on which the subsequent AGM is to be held must comply with statutory requirements, that being within 6 months after the company’s Fiscal Year-End (FYE).
Presentation of Audited Accounts at the AGM
At the AGM, the Director(s) of the Company must present the up-to-date Financial Statements. In accordance with Section 201 of the CA, to be up-to-date, the company’s Financial Statements must not be more than:
- 6 months old from the date of the AGM for a non-listed public company, or
- 4 months old from the date of the AGM for a listed company.
Filing of the Annual Return
Under Section 197 of the CA, the company is required to file its Annual Return with the Registrar within 30 days after holding the AGM.
A dormant company which has been granted waiver of Income Tax Return submission by IRAS is still required to comply with the statutory obligations to hold an AGM, present Financial Statements at the AGM and file the annual return with ACRA.
Compliance with the CA Requirements
Please note that you and your company may have to pay up to $900 (for each year of breach of Sections 175, 197 and 201 of the CA) in composition sums. There is also a penalty for late filing when the AR is filed online.
The AR is an online form which, we at PikoHANA, will file on your behalf through ACRA’s BizFile+ web portal within 30 days of your AGM.
If your company is dormant or not in operation and there is no intention to carry on business, we recommend that you consider applying to strike off the company.
Extension of Time to Hold the AGM and Present the Financial Statements
If you cannot comply with the timelines stipulated under Section 175 and/or Section 201 of the CA, we will assist you in applying for an Extension of Time (EOT) at the ACRA. This is an application for an extension of the timeframe to hold the AGM, or extend the period in which the Financial Statements can be presented at the AGM.