Changes to statutory requirements for holding of AGM and filing of Annual Return for Singapore Companies
It has been announced that the following legislative changes to the Companies Act take effect on 31 Aug 2018 for companies with Financial Year End (FYE) ending on or after 31 Aug 2018:
- Alignment of timelines for holding AGM and filing Annual Return with the FYE of companies
- Exemption for private companies from holding AGMs subject to specified safeguards
Timeline for holding AGMs and filing of annual returns
| For Companies with FYE ending before 31 Aug 2018 | For Companies with FYE ending on or after 31 Aug 2018 |
|---|---|
| Holding of AGMs | |
| (a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months
(b) Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date. |
For listed companies: Hold AGM within 4 months after FYE For any other company: Hold AGM within 6 months after FYE |
| Filing of Annual Returns | |
| For companies having a share capital and keeping a branch register outside Singapore • File annual returns within 60 days after AGMFor other companies • File annual returns within 30 days after AGM |
For companies having a share capital and keeping a branch register outside Singapore: • File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE For other companies: • File annual returns within 5 months (if listed) or 7 months (if not listed) after FYEAnnual return can be filed only: • after an AGM has been held; • after financial statements is sent if company need not hold AGM; or • after FYE for private dormant relevant company that is exempted from preparing financial statements. |
To prevent companies from arbitrarily changing their FYE, the following safeguards are put in place:
(a) companies must notify the Registrar of their FYE upon incorporation and of any subsequent change;
(b) companies must apply to the Registrar for approval to change their FYE:
– if the change in FYE will result in a financial year longer than 18 months; or
– if the FYE was changed within the last 5 years; and
(c) unless otherwise approved by the Registrar, the duration of a company’s financial year must not be more than 18 months in the year of incorporation.
(d) only FYE of the current and immediate previous financial year may be changed (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed).
A company’s financial periods starting on or after 31 Aug 2018 by default will be taken to be a period 12 months for each financial period.
Important information for companies with unusual financial Year period
Companies with an unusual financial year period (e.g. 52 weeks) should notify ACRA via the notification of change of FYE if they want to avoid applying for approval to change FYE every year.
Important information for newly Incorporated companies that have yet to file Annual Returns
Companies incorporated before 31 August 2018 have their FYE deemed by law to be the anniversary of the date previously notified to the Registrar as their FYE date. In the absence of such notification before 31 August 2018, the anniversary of the date of incorporation is deemed by law to be their FYE. Companies can change their FYE by notifying ACRA before or after 31 August 2018.
Exemption From Holding AGMs for Private Companies with Financial Year End (FYE) ending on or after 31 Aug 2018 (s175A Companies Act)
With effect from 31 Aug 2018, private companies with financial year end ending on or after 31 Aug 2018 are exempted from holding AGMs if they send their financial statements to members within 5 months after the FYE, subject to the following safeguards:
- A member who wishes to request that an AGM be held must notify the company to hold an AGM not later than 14 days before the last day of the 6th month after FYE;
- Directors must hold an AGM within 6 months after FYE if notified by any one member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM; and
- Private companies must hold a general meeting to lay financial statements if any member or auditor requests for it not later than 14 days after the financial statements are sent out.
Private dormant relevant companies exempt from preparing financial statements will not need to hold AGM, subject to the above-mentioned safeguards.
Dispensation with holding of AGM (s175A Companies Act)
A private company need not hold AGMs if all the members passed a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated by paper-form or through other legible form (such as e-mails) agreed upon by the company and the members.
The timelines for private companies dispensing with holding of AGMs are changed for consistency with the alignment of timelines for holding AGMs and filing ARs to the Financial Year End.
| FYE ending before 31 Aug 2018 |
FYE ending on or after 31 Aug 2018 |
|---|---|
| Annual Return is due within 30 days after the date financial statements are sent or the date on which all resolutions by written means were passed, whichever is later | Annual Return is due within 7 months after FYE |
| A member may request for AGM not later than 3 months before year end | A member may request for AGM not later than 14 days before the last day of the 6th month after FYE |
| If the dispensation resolution ceases to be in force, AGM must be held if there is at least 3 months of the year remaining from the time the resolution ceases to have effect | If the dispensation resolution ceases to be in force, AGM must be held if at least 3 months remain to the AGM due date |
Information Source: ACRA website (http://www.acra.gov.sg)
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