Singapore registered companies must comply with a number of statutory requirements outlined in the Singapore Companies Act concerning appointment of auditors, tax registration and accounting records. It is also required to hold an Annual General Meeting (AGM) to conduct a minimum amount of business including a review of financial statements.
The Annual General Meeting must be held each calendar year and no longer than 15 months apart. After incorporation, the first meeting must be held within eighteen months. Since Singapore aggressively pursues foreign business, the government has accommodated these companies by allowing the meeting to be held outside of Singapore if desired. In other words, the meeting can be held anywhere the shareholders and Board of Directors choose to meet. Even more accommodating is the fact that certain private companies can waive physical meetings by written resolution approved at a previous shareholder meeting, though the typical formalities conducted at these meetings must still be completed.
Annual Return Compliance
The Directors and shareholders can conduct any necessary business at the meeting, but the minimum required business is the review and approval of financial statements and audited or unaudited accounts. The company’s officers, accountants and appointed auditor will lay the profit and loss accounts and the balance sheet before the members and shareholders to comply with the Companies Act Section 201. The accounts of public companies must have been prepared not more than four months before the Annual General Meeting. If the company is not publicly held, the accounts must not be constructed more than six months before the Annual General Meeting. Once the accounts and financial statements are approved, the Annual Return with required supporting accounts documentation is filed with the Singapore Registrar no later than one month after the Annual General Meeting.
The Business of Doing Business
Other business typically conducted at the Annual General Meeting includes but is not limited to the following:
- Notifying shareholders of nominees for Directorships on the Board
- Notification of resignations and appointment conclusions
- Adopting or changing the company Constitution or Articles of Association
- Appointing a Company Secretary and auditor
- Approving capitalization and other fiduciary issues
- Deciding a rights matter
- Performing other duties as needed for legal and fiduciary compliance
There may be a Directors meeting held at any time during the year. This meeting is known as a General Meeting or Extraordinary General Meeting (EGM). The EGM is usually called on short notice to deal with an important and urgent matter requiring prompt approval by Directors. Only shareholders or company members who have a minimum of 10 per cent voting rights are allowed to request an Extraordinary General Meeting.
Though doing business in Singapore has been kept as simple as possible, it is imperative that a company diligently adhere to the compliance laws that are in place. An experienced accountant can provide invaluable advice and assistance to company officers and directors on financial and compliance matters.