ACRA simplifies AGM and Annual Returns filing deadlines
The Singapore government is taking several efforts to ensure that doing business in Singapore is competitive, easy and friendly. One of these recent efforts is a legislative change to the Companies Act that modifies the timelines for conducting Annual General Meetings (AGMs) and filing Annual Returns (AR). These changes that came into effect on 31 August 2018 are expected to reduce the regulatory burden of companies. In addition, the Annual Returns filing process for solvent EPCs and Dormant Private Companies have been simplified. However, these legislative changes will apply only for financial year ending on or after 31 August 2018.
The new timelines for AGM and ARs is aligned with the financial year end (FYE) of the company and will ease the process of identifying compliance deadlines.
Here is snapshot of the;
New AGM and Annual Returns filing timelines by ACRA
| FYE before 31 Aug 2018 | FYE on or after 31 Aug 2018 | ||
|---|---|---|---|
| AGM | First AGM | Within 18 months of incorporation | AGM within 4 months after FYE |
| Subsequent AGM | Annually at not more than 15 months interval | AGM within 6 months after FYE | |
| Financial statements | Listed companies | Made upto not more than 4 months before AGM date | Statements made upto FYE and hold AGM based on FYE |
| Other companies | Made upto not more than 6 months before AGM date | Statements made upto FYE and hold AGM based on FYE | |
| Annual returns | Having a share capital and keeping a branch register outside Singapore | ||
| Listed companies | Within 60 days after AGM | Within 6 months after FYE | |
| Other companies | Within 60 days after AGM | Within 8 months after FYE | |
| For companies not having a share capital and keeping a branch register outside Singapore: | |||
| Listed companies | Within 30 days after AGM | Within 5 months after FYE | |
| Other companies | Within 30 days after AGM | Within 7 months after FYE |
The amendment also requires that Annual return be filed
- Only after an AGM has been held
- If no AGM is required to be held, only after financial statements have been filed
- Only after FYE for a private dormant relevant company that is exempt from preparing financial statements
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FAQs on AGM and AR in Singapore
What is an AGM?
An Annual General Meeting (AGM) is a formal meeting where a company presents its financial statements (accounts) to its shareholders (members). During this meeting, shareholders can ask questions about the company’s financial health and overall performance. It serves as a crucial platform for addressing shareholders’ concerns.
How to File an AGM with ACRA?
To file an AGM with the Accounting and Corporate Regulatory Authority (ACRA), you need to declare the date of your company’s AGM when filing your company’s Annual Return on BizFile+. If your company is exempted from holding an AGM or has dispensed with holding an AGM, you must also submit these details when filing the annual return.
What is the Timeline for Holding AGMs?
For companies with a financial year ending on or after 31 August 2018:
- Listed companies: Must hold an AGM within four months after the financial year-end and file the annual return within five months.
- Non-listed companies: Must hold an AGM within six months after the financial year-end and file the annual return within seven months.
For companies with a financial year ending before 31 August 2018:
- The first AGM must be held within 18 months of incorporation.
- Subsequent AGMs must be held once every calendar year, and no more than 15 months after the previous AGM.
- Financial statements must be up to date, within four months for listed companies and within six months for non-listed companies, before the AGM.
What are the Exemptions from Holding an AGM?
Private companies can be exempted from holding AGMs if they send their financial statements to members within five months after the financial year-end, subject to the following safeguards:
- A member can request an AGM by notifying the company no later than 14 days before the end of the sixth month after the financial year-end.
- Directors must hold an AGM within six months after the financial year-end if notified by any member.
- Directors must hold a general meeting within 14 days if requested by any member or auditor to lay the financial statements.
- Private dormant relevant companies are exempt from holding AGMs, subject to the above safeguards.
How to Apply for an Extension of Time (EOT) to Hold Your AGM?
If a company needs to delay holding the AGM or filing the annual return, it can apply for an Extension of Time (EOT) of up to 60 days. The application can be made by a company officer (e.g., company secretary or director) or a professional firm on behalf of the company. The application fee is $200.
What are the Penalties for Not Holding an AGM?
Directors who fail to comply with AGM requirements may face prosecution, disqualification, or debarment from being directors. Additionally, ACRA can impose composition fines on companies that do not hold the required AGMs. A late lodgment penalty will also be imposed for each annual return that is filed late.
What is the ACRA Annual Return Timeline?
The timeline for filing annual returns with ACRA depends on whether the company is listed or non-listed and the financial year-end date. Listed companies must file their annual return within five months after the financial year-end, while non-listed companies must file within seven months. For companies with financial years ending before 31 August 2018, the timelines for subsequent AGMs and annual return filings follow the 15-month rule from the previous AGM.