Annual General Meetings
An AGM is a mandatory annual meeting of shareholders. At the AGM, your company will present its financial statements (also known as “accounts”) before the shareholders (also known as “members”) so that they can raise any queries regarding the financial position of the company.
1 Requirements for filing Annual Returns (ARs)
All locally-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. At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.
It is the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts. The appointed officer of the company e.g. director or company secretary shall file the Annual Returns online via BizFile+ using SingPass or CorpPass. Alternatively, the company can engage the services of a registered filing agent to file the Annual Return on behalf of the company.
2 ARs for Exempt Private Companies
An Exempt Private Company (EPC) is a private company which has at most 20 shareholders. No corporation holds (directly or indirectly) any beneficial interest in the EPC’s shares. It can also be a company the Minister has gazetted as an EPC (see section 4(1) of the Companies Act).
An EPC is required to file Annual Return via BizFile+. If the EPC is insolvent (i.e. unable to meet its debts when they fall due), it has to lodge the financial accounts with the Registrar. However, if the EPC is solvent (i.e. able to meet its debts when they fall due), it has to complete an online declaration of solvency instead.
Exempt Private Companies need not attach the EPC certificate or the Statement by EPC exempting them from audit requirements (currently in PDF format). The appropriate online declarations will appear in the new Annual Return if the correct company type has been selected earlier.
3 ARs for Dormant Companies
A company is considered dormant during a period in which no accounting transaction occurs. Transactions that will not affect the dormant status of the company:
The appointment of a secretary of a company;
The appointment of an auditor;
The maintenance of a registered office;
The keeping of registers and books;
The payment of fees to the Registrar or an amount of any fine or default penalty paid to the Registrar (ACRA)
The taking of shares in the company by a subscriber to the memorandum in pursuance of an undertaking of his in the memorandum.
Dormant companies are required to file Annual Return. However, they no longer need to attach the Statement by dormant companies exempting them from audit requirements (currently in PDF format). The appropriate online declarations will appear in the new Annual Return if the correct company type has been selected earlier.
4 Filing ARs Without holding an AGM
Your company may not be able to fulfill the required quorum to hold the AGM as certain shareholders might be uncontactable, adjudicated bankrupt or deceased. If so, you may make an application to ACRA to file the AR without holding an AGM.
If this is the company’s first such application, ACRA will consider approving it. However, if this is a repeat application, ACRA will likely reject the applications unless there are exceptional circumstances.
5 Filing AR with only one Director’s Signature with or without AGM
If your company has more than one director, the default position is that at least 2 directors have to sign the documents to be submitted with the AR. Where the directors of the company are uncontactable, adjudged bankrupt, or deceased such that only one director could sign off on these document, the company can make an application to ACRA for approval to do so.
This application is a temporary solution for a company. It is ACRA’s policy to reject any repeat applications unless there are exceptional circumstances.