Is an AGM Mandatory for Your Company?

In Singapore, all public and private companies are generally required to hold an AGM as part of their business operations. The AGM presents your company's financial statements to shareholders for their approval.

However, a private company may not need to hold an AGM if:

• It has sent its financial statements to all persons entitled to receive them within the stipulated deadline (typically five months from the financial year-end).

• It is a private, dormant, and relevant company that is exempt from preparing financial statements.

Alternatively, your company can pass a resolution to dispense with AGMs.

Timelines and Notice Periods

Below are the key timelines and notice periods you must weave into your AGM:

First AGM

Your first AGM must be held within 18 months of incorporation.

Subsequent AGMs

All your subsequent AGMs must be held every calendar year and within 15 months of the previous AGM.

Financial Statements

Present your financial statements at the AGM. These must be made up to a date not more than six months before the AGM.

Notice Period

You must provide shareholders with at least 14 days' written notice for an ordinary resolution and 21 days' written notice for a special resolution.

For public companies, the notice period is 21 days for an ordinary resolution and 21 days for a special resolution.

How to prepare and circulate AGM documents

To ensure a smooth AGM, you should prepare the following documents for circulation:

• Notice of AGM: This should include the date, time, and place of the meeting, as well as the agenda.

• Agenda: This outlines the business to be transacted at the AGM.

• Minutes of the previous AGM: This is a recorded transcription of the AGM for records.

• Financial Statements: These can be audited or unaudited, as required.

• Proxy Form: This allows shareholders to appoint a proxy to attend and vote on their behalf.

These documents should be sent to all shareholders, directors, and auditors of the company within the required notice period.

[For Private Companies] How to Pass a Resolution to Dispense with an AGM

If you’re a private company, you can pass a resolution to dispense with holding AGMs. This resolution must be passed by a majority of the company’s members, remaining in force until it is revoked. The resolution must be passed and filed with the Accounting and Corporate Regulatory Authority (ACRA) before the last day of the financial year.

This option is particularly useful for startups and foreign-owned companies with a small number of shareholders, as it streamlines the annual compliance process.