Singapore Companies (Amendment) Act 2017 – AGM and Annual Returns

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Singapore Companies (Amendment) Act 2017 – AGM and Annual Returns

Singapore Companies (Amendment) Act 2017 – Annual General Meeting (AGM) and Annual Returns to be implemented in early 2018

The timelines for holding Annual General Meetings (AGMs) and the filing of annual returns will be aligned with the company’s FYE. This is to provide greater clarity and improve companies’ compliance with the Companies Act’s requirements.

Current From early 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 FYEFor 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 FYE

Annual 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 if company need not send financial statements.

To prevent companies from arbitrarily changing their FYE, the following safeguards will be 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) only FYE of the current and immediate previous financial year (provided that statutory deadlines for the holding of AGM, filing of annual return and sending of financial statements have not passed) may be changed; and

(d) 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.

     (e) companies with unusual financial year period (not 12 months) should notify ACRA viathe notification of change of FYE if they want to avoid applying for approval to change FYE every year

     (f) Existing companies will have their FYE deemed by law to be any date previously notified to the Registrar as their FYE date. In the absence of such notification, the anniversary of the date of incorporation will be deemed by law to be their FYE. Companies can change their FYE by notifying ACRA before or after the effective date of the new laws on FYE.

Exemption for private companies from holding AGMs subject to specified safeguards

Currently, private companies need not hold AGMs if all members have approved a resolution to dispense with the holding of AGMs.

Under the Companies (Amendment) Act 2017, private companies will be exempted from holding AGMs if they send their financial statements to members within 5 months after the FYE.

The following safeguards will be put in place:

(a) 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;

(b) 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

(c) 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.

Dormant relevant companies

Dormant relevant companies exempt from sending financial statements will not need to hold AGM, subject to the above-mentioned safeguards.

Companies dispense with holding of AGMs

The current option for private companies to dispense with the holding of AGMs will remain but the timelines will be changed for consistency with effect from Jan 2018.

 Current From early 2018 
 AR due date is 30 days after FS is sent and AGM resolutions passed AR due date will be 7 months after FYE
 A member may request for AGM within 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 at least 3 months of the year remaining If the dispensation resolution ceases to be in force,  AGM must be held if at least 3 months remaining to the AGM due date

Where AGM is held after annual return is filed (due to member request), the new notification of the AGM date must be filed with the Registrar within 14 days.

To deal with the possible scenario of a company which:

(i) sends out financial statements within 5 months after FYE (and so need not hold AGM);

(ii) files its annual return; and

(iii) subsequently receives a valid request from a member to hold AGM, a new requirement to lodge a notice with the Registrar of the date of the AGM held will be introduced.

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