Mr. A is a director of the company XYZ Pte Ltd. He is of the view that an annual general meeting (AGM) needs to be held every year but he is uncertain about the time frame within which AGM should be held and the filings of the same. He came to us stating that he wishes to know the provisions as may be applicable to the company and any time frame which may be applicable for the purpose of filing.
To answer this lets understand the law first-
As per Section 175 of Singapore Companies Act: AGM of every company shall be held, at the end of each F.Y within-
-4 months for listed public company, or
-6 months in case of any other company
The above mentioned period may also be extended upon an application by the company to the registrar, if he thinks there exist special reason to do so. The ministry, through official gazette, can specify any other period for the above mentioned period.
Is there a way for XYZ Pte Ltd to dispense with holding AGM?
Section 175A imparts right to a private limited company not to hold an AGM for a financial year-
(a)if there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings;
(b)if, at the end of that financial year, company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or
(c)if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year.
Filing with ACRA
Annual Returns are liable to be filed within 30 days-
-from the date of AGM.
-for private limited companies which has dispensed with holding AGM, the date on which the financial statements are sent or all resolutions which were supposed to have been passed at an AGM are passed by written means
Penal provision for not holding AGM and lodgement to ACRA
In case AGM is not held, the company and every officer of the company, in default shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. For late lodgement to ACRA a further penalty of SGD 300 shall be levied on the company.
So, what would be our advice to Mr. A?
Hence, Mr. A may hold meeting annual general meeting of the company within 6 months from the end of financial year or may dispense with the holding of the meeting with compliance of the applicable provisions of section 175 and 175A respectively. For filing with ACRA, they shall file the same within 30 days from the date of the said meeting or passing of the resolutions as may be applicable.
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