As part of the ongoing compliance regulatory obligations, all private limited and public listed companies incorporated in Singapore are required to hold their AGMs in accordance with Section 175, Section 197 and Section 201 of the Companies’ Act.

 

Understanding the statutory requirements that your company has to meet will be important in helping you prepare, anticipate and ensure that your company is able to meet the statutory deadlines in time. With the Accounting and Corporate Regulatory Authority (“ACRA”) ramping up its scrutiny and enforcement of errant companies and their directors, it would be prudent for companies to ensure that they do not default on these requirements.

 

Section 175

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• A company’s AGM should be held within 18 months from the date of incorporation

• An AGM should be held not more than 15 months after the holding of the last AGM

 

Section 197

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• Every company shall provide the following details:

• Name of company

• Registration number of company

• Address of registered office of company

• Address of where the register of members is kept (if not the same as the registered office of the company)

• Register of charges

• Summary of share capital and shares of the company

• Particulars of directors, secretaries and auditors

• A list of shareholders and their respective shareholdings

• Date of last AGM

• Date to which accounts are made up to

• Date of AGM

• Name of auditor who signed off on the accounts (unless the company is exempt)

• Confirmation of the companies’ principal activities

• Statement as to whether the company has more than 50 employees

• The company’s Annual Return should be lodged within one month from the date of AGM.

 

Section 201

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• The directors shall present the company’s profit and loss accounts no later than 18 months after the date of incorporation; or

• Once every calendar year not exceeding 15 months from the date of the last AGM

• Company’s AGM should not be held more than 6 months from the date of its financial year end

 

Hence, when your company should hold its AGM is dependent on the following factors:-

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• When your company was incorporated;

• When your company held its last AGM; and

• The financial year end of your company.

 

Depending on these factors, your company and employees can be pre-empted when they should start preparing documents and ensure the company’s accounts are finalised.

 

For example, knowing that the company’s AGM should not be held more than 6 months from the financial year end means that auditors should be triggered to start their audit within 2 to 3 months from the company’s financial year end.

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