For all Singapore companies, an Annual General Meeting (AGM) is one of the compliance requirements. An annual meeting is required by law for a corporation to keep its shareholders informed about the firm's financial performance, business health, and development. Shareholders are given the ability to ask questions, vote, and make vitally important decisions.
Section 175 of the Companies Act requires any business with a Financial Year End (FYE) ending before 31 August 2018 to have its first AGM within 18 months after establishment. Subsequent meetings must be conducted every calendar year, with no more than 15 months between such AGMs.
At least 14 days before the AGM, the firm must provide a written notice to shareholders (including the date, time, and location of the AGM, as well as the specifics of the resolution to be carried).
AGMs will be conducted for firms with a financial year ending on or after August 31, 2018:
The objective of the AGM is to verify that the business complies with all legal requirements, such as the company's financial statements, the presentation of a new auditor, and so on, to make crucial decisions to safeguard the company's welfare and to inform shareholders on the company's operations.
Here are the two types of objectives of AGM Singapore:
During an AGM, the company delivers its financial accounts to members and answers any questions about the company.
AGMs are led by the chairman of the meeting, who is often the chairman of the board of directors. However, if your company's Constitution does not provide for a chairman to preside over the meeting, any member might be chosen to the position during the AGM.
The corporate secretary – or a secretarial service – is responsible for preparing any necessary documentation for the AGM (e.g., the company Constitution).
When holding your AGM, please take note of the following:
Ordinary business is specified in your company's Articles and may contain topics such as:
Other subjects may be considered a special business. Any resolutions passed at the meeting that were not related to routine business should have been stated in the AGM Notice.
The quorum is the minimum number of members who must attend the AGM for it to be legitimate. If your company's Constitution does not specify a quorum, the minimum number is two members (or their proxies).
A proxy may attend and vote at the AGM on behalf of a member. The proxy does not have to be a corporate employee.
The mechanism for appointing a proxy should be included in your company's Constitution; the procedure may apply to all meetings or only the present meeting.
Check to see whether members utilizing proxies followed the instructions.
Directors are in charge of presenting documents such as:
These documents should also be delivered with the AGM Notice at least 14 days before the meeting. Members will be able to prepare questions for the directors as a result of this.
The voting rights of your company's members, as well as the voting methods, are covered in your company's Constitution.
Unless there are extraordinary circumstances, all members have the right to vote (e.g., a member who has not paid up for shares issued to them, when notified by the company, may be denied the right the vote).
Voting is done by a show of hands or a poll; however, proxies usually are not permitted to vote through a show of hands unless the company's Constitution allows it.
The minutes of the AGM must be written down and signed by the company's chairman. Following that, the firm must submit its Annual Returns on BizFile+.
Yes, it is possible.
Traditionally, AGMs were held in person, but due to the COVID-19 pandemic, many AGMs are now convened remotely.
Every locally incorporated business is required by the Companies Act to submit their annual returns (the electronic document that every company must file with ACRA every year to maintain its basic information up to date) within the specified schedule.
When the annual return is submitted, it must be signed by either a company director or a company secretary.
The following information is included in an annual return:
Private limited companies may choose not to have an AGM in line with Section 175(A) of the Singapore Companies Act only if shareholders and members unanimously approve a written resolution. All specified subjects for debate during the AGM are combated by delivering written resolutions to every member as long as the decision about the dispensation of the AGM has been approved.
Following the dispensation of the AGM, there are some obligations, which include:
It is crucial to remember that, despite the passage of such a resolution, a business member might still request that an AGM be conducted. This applies if the request is filed within 14 days of the final day of the sixth month after the company's FYE.
If or when such a resolution no longer has an effect, the AGM must still be convened if there are at least three months before the AGM due date from the day such resolution no longer has an impact.
A private company may avoid conducting annual general meetings if its financial statements are sent to its shareholders within five months after its fiscal year-end. Annual general meetings are not required for dormant private companies that are excluded from having to produce financial statements.
However, there are several conditions to this exemption:
ACRA may impose fines and/or judicial proceedings on company officers who fail to comply with the requirements for hosting an AGM and submitting an annual report.
Finally, in Singapore, compliance with the Companies Act and ACRA laws and procedures is a legal necessity for all businesses.
In conclusion, AGMs are a pretty interesting and important part of how companies interact with their shareholders. If you need help running your company’s AGM, we can make sure everything goes smoothly!
We can also offer expert advice on any concerns about the financial performance or situation of your company. So if there's anything you want to know more about at an AGM that hasn't been covered here - just get in touch!