On 17 July 2018, the Accounting and Corporate Regulatory Authority (ACRA) of Singapore has announced the date of the legislative changes to the Companies (Amendment) Act 2017 relating to Annual General Meeting (AGMs) and Annual Returns (ARs) timelines that will tale effect on 31 August 2018.
In addition, the process for Solvent Exempt Private Companies (EPCs) and dormant private relevant companies to file Annual Returns has also been simplified.
The key legislative amendments will take effect for companies with financial year-end ending on or after 31 August 2018 are:
Alignment of timelines for holding AGMs and filing ARs for listed and non-listed companies
(1) Timeline for holding of AGMs:
- For listed companies – to hold AGM within 4 months after FYE
- For any other companies – to hold AGM within 6 months after FYE
(2) Timeline for filing of ARs
- For companies having share capital and keeping a branch register outside Singapore
- For listed companies – to file annual returns within 6 months after FYE
- For not listed companies – to file annual returns within 8 months after FYE
- For other companies
- For listed companies – to file annual returns within 5 months after FYE
- For not listed companies – to file annual returns within 7 months after FYE
- Annual return can be filed only after:
- an AGM has been held
- financial statements is sent if company need not hold AGM, or
- FYE for private dormant relevant company that is exempted from preparing financial statements
Exemption of 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.
Private dormant relevant companies
Private dormant relevant companies exempt from sending financial statements will not need to hold AGM, subject to the above-mentioned safeguards.
Source: ACRA, 17 July 2018