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Reminder to hold the AGM - Section 175 Companies Act (CA) Requirement
Updated: Aug 19
Under Section 175 of the Singapore Companies Act (CA), all companies limited by shares or guarantee are required to hold an annual general meeting (AGM) at least once in every calendar year. The AGM must be held within 15 months of the date of the company's incorporation or the date of its last AGM.
The deadline to hold your AGM for the financial year ending 31 December 2022 is 15 March 2024. However, if your company is a private company and meets the criteria set out in Section 175A of the CA, you may be exempt from holding an AGM.
The criteria for exemption are as follows:
All members have approved a resolution to dispense with the holding of AGMs.
The company sends its financial statements to members within 5 months after the financial year end.
The company is a private dormant relevant company that is exempt from preparing financial statements.
If your company does not meet the criteria for exemption, you are required to hold your AGM within the deadline. If you fail to do so, you may be liable to a fine of up to S$5,000 for each day that the AGM is not held.
COMPANY NAME: ABC PTE. LTD.
UEN: 2014XXXXXW
ANNUAL GENERAL MEETING (AGM) DUE DATE: 01/03/2323
ANNUAL RETURN (AR) DUE DATE: 01/04/2023
REMINDER TO HOLD THE AGM - SECTION 175 COMPANIES ACT (CA) REQUIREMENT
1. Every company is required to hold an AGM. The date on which the AGM is held must comply with the following statutory requirements:
a. For public companies which are listed, the AGM must bee held within four months after the end of each financial year; or
b. For any other company, the AGM must be held within six months after the end of each financial year.
2. Please note that private companies may be exempt from holding AGMs subject to certain requirements. For further information as to whether your company is eligible for exemption, please refer to: Exemptions from holding an AGM.
REMINDER TO PRESENT FINANCIAL STATEMENTS AT THE AGM - SECTION 201 CA REQUIREMENT
3. At the AGM, the director(s) of the company must lay or present financial statements for the financial year in respect of which the AGM is held.
REMINDER TO FILE AR AFTER AGM - SECTION 197 CA REQUIREMENT
4. The AR is an online form which you must complete and file online through ACRA's BizFile web portal:
a. For public companies which are listed, the AR must be filed within 5 months after the end of its financial year.
b. For any other company, the AR must be filed within 7 months after the end of its financial year.
5. A company which has been granted waiver of Income Tax Return submission by IRAS is still required to comply with the statutory obligations to hold an AGM, present financial statements at the AGM and file the AR with ACRA.
COMPLIANCE WITH THE ABOVE REQUIREMENTS
6. If the above requirements are not met, late lodgment penalties will be imposed and ACRA may choose to take other enforcement actions.
DEBARMENT OF DIRECTORS OR COMPANY SECRETARY
7. A director or company secretary who fails to comply with statutory filing requirements as set out in the Companies Act for a continuous period of three months or more, may face a debarment order from the Registrar preventing the director or company secretary from taking on any new appointments as director or company secretary of any company (section 155B Companies Act).
EXTENSION OF TIME TO HOLD THE AGM AND FILE AR
8. If you cannot comply with the timelines stipulated under section 175 CA and/or section 197 CA, you may apply to ACRA for an extension of time (EOT) to hold the AGM or file AR. For more information on how to apply for an EOT, please refer to Applying for an Extension of Time to hold your AGM.
DORMANT COMPANY
9. If your company is not in operation and there is no intention to carry on business, you may consider applying to ACRA to strike off the company. Before submitting your online application, please refer to the criteria required for striking off a company at Striking Off a Local Company. If the striking-off is not successful, the company is required to comply with the requirements to hold the AGM, present financial statements at the AGM and file AR.
How Bestar can Help
Bestar is a corporate secretarial services provider in Singapore that can help you with a variety of tasks, including reminding you to hold your annual general meeting (AGM). They can do this by sending you regular reminders, as well as providing you with the necessary information and documentation.
Under Section 175 of the Singapore Companies Act (CA), all companies limited by shares or guarantee are required to hold an AGM at least once in every calendar year. The AGM must be held within 15 months of the date of the company's incorporation or the date of its last AGM.
The AGM is an important meeting for shareholders to approve the company's financial statements, appoint directors and auditors, and discuss other matters relating to the company's management. It is important to ensure that your AGM is held on time and in accordance with the CA requirements.
Bestar can help you with this by:
Sending you regular reminders of the AGM date and time
Providing you with the necessary information and documentation, such as the notice of meeting, agenda, and proxy form
Assisting you with the voting process
If you are a company director in Singapore, Bestar can be a valuable resource for helping you to comply with the CA requirements for holding an AGM.
Here are some additional benefits of using Bestar to remind you to hold your AGM:
They are experts in corporate secretarial matters and can provide you with accurate and up-to-date information.
They can help you to save time and hassle by taking care of all the administrative tasks involved in holding an AGM.
They can provide you with peace of mind knowing that your AGM is being held in accordance with the CA requirements.
If you would like to learn more about how Bestar can help you to remind you to hold your AGM, please visit their website or contact them for a consultation.