In Singapore, the company registrar is Accounting and Corporate Regulatory Authority or ACRA. Its responsibilities encompass regulation of public accountants and business entities duly registered and existing in Singapore. The most common business structure registered is private limited, which is required to compile with annual filing requirements such as the Annual General Meeting as stipulated on section 201 of the Companies Act.
Annual General Meeting
Once every calendar year, every private limited company registered with ACRA should hold an Annual General Meeting. The AGM must follow general rules as set by the company registrar. They are the following:
- The first Annual General Meeting should take place within 18 months from the time it is registered with ACRA for newly registered companies
- Between the AGMs, the time gap shall not be more than 15 months
- All accounts to be presented during the AGM must be updated and prepared within six months from yearend date before the date of AGM
- During the AGM, all important documents and decisions to make shall be brought before all its shareholders for discussion and or resolution
- Private companies can dispense with AGMs if at the previous or current AGM, a resolution to such same effect is approved by all of its members who are allowed to vote
Now, as ACRA already specified in its Companies Act that AGMs must be held within a calendar year, it shall not be violated by companies. Moreover, the next AGM shall not be after 15 months from the last preceding AGM. For companies that cannot comply with the time frame requirement, they are allowed to apply for an extension of time. However, ACRA clarified that the extension of time granted to companies shall not be more than two months.
Example requiring Extension of Time for AGM
Based on section 175 of the Companies Act, the following is an example of circumstances whereby an application for an extension of time is necessary:
- Your company is registered as a private limited
- Your company’s accounts are valid up to December 31, 2010
- According to section 175, all private limited companies shall hold their AGM on April 30, 2011
- Your company faces a problem and cannot hold its AGM until on June 15, 2011. In order to comply with the requirement of holding the AGM, your company shall apply for an extension of time to hold the AGM
For the accounts however, since their validity is until December 31, 2010, they are deemed to be six months old and shall be considered valid and up to date when presented during its AGM on June 15, 2011. For this matter, no extension of time to prepare the accounts is necessary.
Guidelines on Application
The private limited companies and public unlisted companies may apply for an extension of time online. Public unlisted companies, however, shall apply in writing to ACRA for they are not allowed to send their application online. They should include the reasons for application and enclose any supporting documents. The applications for extension must be submitted before the date of AGM as specified under section 175 of the Companies Act.
