Annual General Meeting (AGM) and Annual Returns
All Singapore incorporated companies are required to hold their Annual General Meeting (AGM) and file their annual returns under S175, S197 and S201 of the Companies Act.
Section 175 – Annual General Meeting (AGM)
- A Company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
Matters are to be discussed at an AGM (if applicable):
- Approval of accounts
- Approval of director's fees, remuneration and emolument
- Re-election the director(s)
- Re-reappointment of auditors
- Approval of dividends declared
Section 197 – Filing Annual Return
- The Annual Return must be filed with ACRA within one month after the AGM.
Annual Returns Filing Documents
- AGM Meeting minutes and resolutions
- Financial Statements for the year relating to the AGM Meeting (not required if you are dormant)
Filing Financial Statements in XBRL Format
- Company would be required to file its financial statements in XBRL format if the Company is:
- Insolvent or has a corporate shareholder for the financial year
Section 201 – Financial Statements
- Financial Statements presented at the AGM shall be made up to a date not more than 6 months before the AGM.
Exemption of financial statements preparation by Dormant Company
A dormant non-listed Company (other than a subsidiary of a listed company) is exempted to prepare financial statements, if:
(a) the Company fulfils the substantial assets test; and
(b) the Company has been dormant from the time of formation or since the end of the previous financial year.
The substantial assets test is that the total assets of the Company at any time within the financial year must not exceed $500,000. For a parent Company, the consolidated total assets of group at any time within the financial year must not exceed $500,000.
ACRA will impose the following penalties for any non-compliance to any of the statutory requirements:
- Flat penalty of S$300 for the late filing of Annual Returns
- Composition sum of $300 for holding the AGM late (s175 of the Companies Act)
- Composition sum of $300 for presenting a set of financial statements that are more than 6 months after the AGM (s201 of the Companies Act)
Any director who fail to comply with the requirements shall be guilty of an offence and shall be liable on conviction to a fine, disqualification for persistent default or face a debarment order from the Registrar to prevent the director from taking on new appointments as director of other companies.
Certificate of Compliance
Effective April 2010, companies that comply with all of the 3 requirements under sections 175, 197 and 201 of the Act will have a green tick reflected in ACRA’s online Directory and will be eligible for a Certificate of Compliance, whilst those not in compliance with any or all of the requirements will receive a red cross and will not be eligible for the certificate.
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