ACRA Statutory Requirements – AGM and Annual Return

HOLD THE AGM – SECTION 175 COMPANIES ACT (“CA”) REQUIREMENT

1. Every company is required to hold an Annual General Meeting (AGM). The date on which the AGM is held must comply with the following statutory requirements:

(a) Listed companies are to hold their AGM within 4 months after the Financial Year End;
(b) Other companies are to hold their AGM within 6 months after the Financial Year End.

Under Section 175A, private companies may not hold the AGM if,

• if all members have approved a resolution to dispense with the holding of AGMs;
• if the company sends their financial statements to members within 5 months after the FYE; or
•  if the company is a private dormant relevant company that is exempt from preparing financial statements.

Provided that:

1. Any member who wishes to request that an AGM be held must give notice to the company no later than 14 days before the last day of the 6th month after the Financial Year End;
2. Directors shall be required to hold an AGM within 6 months after Financial Year End 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
3. 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. Directors shall, within 14 days after the date of request, hold a general meeting to lay the financial statements.

PRESENT UP-TO-DATE FINANCIAL STATEMENTS – SECTION 201 CA REQUIREMENT

2. At the AGM, the director(s) of the company must lay or present “up-to-date” financial statements. In order to be up-to-date, the company’s financial statements must not be more than:

(a) 6 months old at the AGM date (for non-listed company); or
(b) 4 months old at the AGM date (for listed company).

FILE ANNUAL RETURN (AR) AFTER AGM – SECTION 197 CA REQUIREMENT

3. The Annual Return must complete and file within 5 months from the Financial Year End for listed companies and within 7 months for other companies from the Financial Year End date.

4. A dormant 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

5. Please note that you and your company may have to pay more than $300 (for each year of breach of sections
175, 197 and 201 CA) in composition sums and late filing penalty when the AR is filed.

6. If your company complies with ALL of the statutory requirements set out in paragraphs 1, 2 and 3:-
(a) You will not face enforcement action by ACRA that may lead to prosecution in court where you would face fines, debarment or disqualification from directorship, or striking off of your company.
(b) Your company will receive a green tick in ACRA’s online Directory of Registered Entities [a noncompliant company will receive a red cross

source: ACRA