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Corporate Service - Singapore

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Annual General Meeting (“AGM”) and Annual Return (“AR”) Filing Requirements of a Singapore Private Company

Answer
Q:
What is an AGM?
A:
An AGM is a mandatory annual meeting of shareholders. At the AGM, the company will present its financial statements before the shareholders (also known as "members") so that they can raise any queries regarding the financial position of the company. All companies in Singapore are required to hold AGMs.

Q:
When should a Singapore Private Company holds its AGM?
A:
For a Singapore Private Company with financial year ending on or after 31 August 2018, it must hold an AGM within six (6) months after the company’s financial year end (“FYE”).

For a Singapore Private Company with financial year ending before 31 August 2018, it must hold its first AGM within eighteen (18) months of its date of incorporation, and subsequent AGMs yearly at intervals of not more than fifteen (15) months. In addition, the directors of the company are required to lay at the AGM, financial statements that are made up to a date not more than six (6) months before the date of the meeting.

Q:
What is an AR and when should a Singapore Private Company files an AR with ACRA?
A:
The AR is an electronic form filed with ACRA and contains important particulars of the company such as the name of the directors, secretary, its members, and the date to which the financial statements of the company are made up to. The AR provides critical information that helps the company’s stakeholders to make informed decisions.

For a Singapore Private Company with financial year ending on or after 31 August 2018, it must file an AR with ACRA within seven (7) months after its FYE.

For a Singapore Private Company with financial year ending before 31 August 2018, it must file an AR with ACRA within thirty (30) days after the AGM.

Q:
What should the Singapore Private Company do if it cannot meet the deadline to hold its AGM and filing of AR?
A:
If the company is unable to meet the deadlines, it can apply for an Extension of Time (“EOT”) to hold its AGM and filing of AR with ACRA for up to sixty (60) days. As ACRA requires up to fourteen (14) working days to process the application, the company is advised to submit the EOT application more than fourteen (14) working days before the deadlines.

Q:
What are the penalties for failing to hold an AGM and filing of AR with ACRA?
A:
Failure to comply with any of the relevant statutory requirements is an offence under the Singapore Companies Act and will lead to a late penalty of S$300.00 for each section being imposed by ACRA on the Company. The officers of the Company may also be prosecuted in court and if convicted by the court, the director may be fined up to a maximum of S$5,000.00 per charge and may be debarred from acting as officers.

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