Timely and efficient AGMs for Singapore Businesses

Every private company incorporated in Singapore is required to hold an annual general meeting (AGM) at which its financial statements in respect of its last financial year are tabled.

The deadline to hold the AGM is within 6 months after the end of its financial year.

Further, the company shall file an annual return with ACRA within 7 months after the end of the financial year end.

Generally if financial statements are sent to its members within 5 months from the end of the financial year, a company can be exempt from holding an AGM. However, this is subject to the agreement of all the members and if the Constitution does not have any matters that requires approval at an AGM such as retirement and re-election of Directors and re-appointment of auditors.

For Singapore private limited companies, in practice, most companies do not hold a physical meeting and the matters to be approved are generally approved by the shareholders by signing the circulated minutes. For such cases, we usually do a short notice so that all documents can be executed at the same time. Do note that consent to short notice would require all shareholders’ signature.

Company will need to provide the finalised financial statements at least 2 weeks before the deadline to hold AGM. (The deadline to hold AGM: within 6 months after FYE or if extension is filed, 60 days from the original deadline.) If a company is dormant and fulfils the requirements to be exempted from preparing financial statements, the company shall still provide its management accounts for tabling at the AGM.

Sleek Corporate Secretary team will prepare and send the following documents for signature. The documents will be signed through SleekSign. You may refer to this article on how to SleekSign a document.

General list of AGM documents (documents may vary depending on structure of company):

• Directors’ resolutions to amongst others, to approve the financial statements and approve holding of AGM (to be signed by all directors or as required in the company’s constitution)

• Statement by small company exempted from audit requirements (to be signed by all directors)

• Statement by dormant company exempted from audit requirements (to be signed by all directors)

• Notice of AGM (to be signed by a director)

• Consent to short notice (if notice is less than 14 days from date of AGM) (to be signed by all members)

• Written Agreements on sending and/or auditing of financial statements less than 14 days from date of AGM (to be signed by all members and auditors – if applicable)

• Minutes and attendance sheet of AGM (to be signed by chairman and attendees of AGM)

• Annual Declaration (to be signed by 1 director)

Respective directors and members will need to sign the Financial Statements and AGM documents.

Company (or Sleek as accountant) will provide XBRL format of financial statements for filing with ACRA (if applicable).

Sleek Corporate Secretary team will file the Annual Return with ACRA. The Annual Return should be filed: within 7 months after the end of FYE or if extension is filed, within 60 days from the initial deadline.

The Annual Return filing date is not fixed and varies based on the financial year-end (FYE) of companies. ACRA requires submission within 7 months after FYE. Additionally, it is important to note that the Annual Return should be lodged within a month after shareholders sign the resolution approving the financial statements. If shareholders sign the resolution before 5 months after FYE, submit the Annual Return to ACRA within a month after that timeframe.

There is a common misconception that the submission of financial statements (FS) and the filing of the Annual Return are separate processes. In reality, they are combined into a single submission if your business falls into the category of companies required to submit FS. However, companies with fewer than 20 shareholders and no partial ownership by other businesses are exempt from submitting financial statements to ACRA. If your company has corporate shareholders or is insolvent, it is mandatory to submit the financial statements along with the Annual Return.

If you wish to switch to Sleek’s Company Secretary, we’ve made the process fast so that your transfer is just a few clicks away. Here is what you should know before leaving your current service provider and moving to Sleek:
First, you need to get in touch with us to carry out a series of KYC (Know Your Customer) processes. After the approval, we will require you to notify your current service provider of the determination statement for records.

Sleek offers not only secretarial services for companies but also a registered address for your company. If you want to read more about how to change your company secretary, click here.

We are happy to assist you with any queries from general corporate secretarial queries to transferring your existing company secretary to us!