AGM and Annual Return for a Private Limited Company (Not Exempt From Audit)

All Singapore incorporated companies are required to hold their Annual General Meeting (AGM) and file their annual returns under S175, S197 and S201 of the Companies Act.

At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.

The Companies Act does not prescribe the minimum level of qualifications for the person preparing the accounts. However, it will be the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts. These accounts need to be prepared in accordance with Accounting Standards which basically refers to the Singapore Financial Reporting Standards which sets forth accounting standards in Singapore.

Timeline for AGM

Section 175 – Annual General Meeting (AGM)
A company is required to hold its AGMs within 4 months of its Financial Year End (FYE) if it is a public listed company or within 6 months of its FYE any other company.

Section 175A – Exemption to Hold AGM
A company can be exempted from holding its AGM if it sends its financial statements to all persons entitled to receive notice of general meetings of the company within 5 months after the FYE or it is a Dormant Relevant Company which is exempted from preparing financial statements.

Section 197 – Filing Annual Return
The Annual Return must be filed with the Registrar within one month after the AGM (regardless of whether you are exempt from Holding an AGM or not).

What do I Need to File?

Private Limited Companies (Non-Exempt) Audit of Company Accounts File Financial Statements
And XBRL with ACRA
Declaration of Solvency
Active and Solvent Not Required
Dormant and Solvent Not Required Not Required
Active and Insolvent Not Required
Dormant and Insolvent Not Required Not Required

What Documents do I need to have?

  • Minutes to AGM Meeting including members’ resolutions
  • Audited Financial Statements for the year relating to the AGM Meeting (not required if you are dormant)
  • Full set of XBRL version of financial statements (not required if you are dormant)

What is Passed in an AGM?

  • Adoption of Accounts Laid at Meeting
  • Approval of Dividends Declared
  • Approval of Directors’ Fees
  • Re-election of Director(s)