AGM Compliance Overview

Every Singapore-incorporated Private Limited company must comply with the Companies Act regarding AGMs, unless it has formally dispensed with AGMs by shareholder resolution.
AGMs ensure shareholders are informed and involved in key decisions, maintaining transparency and accountability.

1. Legal Requirements

Annual General Meetings (AGMs)
AGMs are mandatory for Singapore Private Limited companies
unless formally waived by shareholders.
Transparency and Accountability
AGMs promote transparency by informing shareholders and
ensuring accountability in company decisions.

Corporate Governance Importance
Compliance with AGMs highlights the role of governance in
protecting shareholder interests and organizational integrity.
Regulatory Compliance
Non-compliance with AGM legal requirements risks penalties and
regulatory scrutiny.

2. Timing and Deadlines

First AGM: Must be held within 18 months of incorporation.
Subsequent AGMs: Must be held within 6 months after the financial year end (FYE).
Annual Return: Must be filed with ACRA within 7 months after FYE.

Initial AGM Timing
The first AGM must be held within 18 months of incorporation to
allow financial statement preparation.
Subsequent AGM Schedule
Subsequent AGMs take place within six months after the financial
year end for timely shareholder review.
Annual Return Filing
Annual Returns must be filed with ACRA within seven months after
FYE to maintain compliance.
Compliance Monitoring
Robust internal processes help companies track deadlines and avoid
penalties effectively.

3. Dispensation of AGM

Companies may choose to dispense with AGMs if all shareholders agree. In this case, resolutions are passed by written means, but financial statements must still be sent to shareholders within 5 months after FYE.
Unanimous Shareholder Agreement
AGMs can be dispensed if all shareholders agree unanimously,
allowing resolutions via written communication.
Financial Statement Requirements
Companies must send financial statements to shareholders within
five months after the financial year end.
Compliance and Regulations
All statutory financial disclosures and shareholder communications
must be maintained to avoid regulatory issues.

Flexibility for Companies
Dispensing with AGMs offers flexibility for companies with fewer
shareholders or streamlined administration.

4. Preparation and Documentation

• Prepare audited financial statements (unless exempt).
• Send notice of AGM to shareholders at least 14 days in advance.
• Prepare proxy forms for shareholders unable to attend.
• Keep minutes of the meeting and update statutory registers.
  

Audited Financial Statements
Companies must prepare audited financial statements unless legally
exempt to ensure financial transparency.
Advance AGM Notice
Notices must be sent to shareholders at least 14 days prior to allow
sufficient review time.
Proxy Forms Preparation
Proxy forms ensure shareholders unable to attend can still exercise
voting rights effectively.
Meeting Minutes and Registers
Recording minutes and updating statutory registers maintains
accurate records of company governance.

5. Conducting the AGM

• AGMs can be held physically or virtually (e.g., via video conferencing), provided all participants can communicate and vote.
• Quorum requirements must be met as per the company’s constitution.

Physical and Virtual Formats
AGMs can be held physically or virtually using video conferencing to
ensure effective communication among participants.
Quorum Requirements
Meeting quorum as per the company constitution is essential for the
AGM to be valid and decisions to be recognized.
Shareholder Rights and Compliance
AGMs must uphold shareholder rights and comply with legal and
statutory requirements regardless of meeting format.
Virtual AGM Benefits
Virtual AGMs offer convenience and accessibility, allowing
participation from multiple locations easily.

6. Key Agenda Items

• Adoption of financial statements.
• Appointment/re-appointment of directors and auditors.
• Declaration of dividends.
• Approval of directors’ fees.
• Any other business as required.

Financial Statements Adoption
Shareholders review and adopt the company’s financial statements
to ensure transparency and accountability.
Director and Auditor Appointments
Appointment or re-appointment of directors and auditors is
conducted to maintain governance and oversight.

Dividend Declaration
Declaration of dividends provides shareholders with returns on their
investments as approved in the meeting.
Approval of Directors’ Fees
Shareholders approve directors’ fees to ensure fair compensation
aligned with company performance.

7. Compliance Risks

Failure to hold AGMs or file annual returns on time can result in penalties,
fines, or prosecution by ACRA.
Directors may be debarred from acting as directors of other companies.
Legal Consequences
Non-compliance can lead to penalties, fines, and
prosecution by regulatory authorities like ACRA.
Director Debarment
Directors failing compliance risk being barred from
erving in other companies.
Importance of Compliance
Adhering to statutory requirements helps avoid
reputational damage and ensures operational

stability.

8. Best Practices

• Maintain accurate records and minutes.
• Ensure timely preparation and distribution of documents.
• Use professional secretarial services for guidance and compliance support.

Accurate Records and Minutes
Maintaining precise records and meeting minutes ensures
transparency and supports compliance during AGMs.
Timely Document Preparation
Preparing and distributing AGM documents on time facilitates
smooth meetings and regulatory adherence.
Engaging Professional Services
Professional secretarial services provide expert guidance to reduce
risks and manage compliance efficiently.

9. Useful Resources &Assistance

• https://new.achibiz.com/guides/business-guide/guide-types-of-firms-entities/singapore-companies/private-co-ltd-by-shares/
• https://new.achibiz.com/guides/business-guide/corporate-secretarial-services/

Tip: ACHI Biz Services Pte Ltd can assist with AGM preparation, statutory filings, and ongoing compliance to help you avoid penalties and stay on track.