AGM Guide for Singapore Private Limited Companies
An Annual General Meeting (AGM) is one of the key statutory requirements for Singapore private limited companies. It ensures that shareholders are informed about the company’s financial position, can ask questions, and approve key matters such as financial statements, director fees, and auditor appointments.
This guide provides a clear explanation of when a company must hold an AGM, how to conduct it properly, and when it may be legally skipped. It also covers filing deadlines, exemptions, and compliance steps to help you stay aligned with ACRA requirements and the Companies Act.
Table of Contents
Key Takeaways about AGMs in Singapore
What Is an Annual General Meeting (AGM)?
What Is the Purpose of an AGM?
Is Your Company Required to Hold an AGM?
How to Hold an AGM?
The “Paper AGM” Approach
How to Skip an AGM?
Post AGM (or No AGM): Compliance and Filings
AGM Extensions, Late Cases, and Penalties
Practical AGM Advice for Startup Founders
FAQs
Key Takeaways about AGMs in Singapore
AGM requirement: Most companies must hold an AGM under the Companies Act.
AGM deadlines: FYE + 6 months; Annual Return filing FYE + 7 months.
Skip AGM: Possible if financial statements are sent within 5 months.
Dispense with AGMs: Pass a shareholder resolution; AR filing timelines still apply.
Virtual AGM: Physical, virtual, or hybrid allowed with effective shareholder participation.
Annual Return: Maintain records and file AR even when no AGM is held.
What Is an Annual General Meeting (AGM)?
An Annual General Meeting (AGM) is the formal yearly meeting between a company’s directors and shareholders. It allows directors to present the company’s financial statements, report on the company’s performance, and seek shareholder approval for key matters such as dividends, director fees, and auditor appointments.
For Singapore private limited companies, the AGM requirement is set out in Section 175 of the Companies Act. Unless the company has chosen the no-AGM option or passed a resolution to dispense with AGM, it must hold the meeting within six months after the end of its FYE. The AGM ensures transparency and accountability by keeping shareholders informed of the company’s operations and financial position.
Typical AGM agenda includes adopting financial statements, appointing or reappointing directors and auditors, approving dividends, and allowing shareholders to ask questions about management decisions.
An AGM differs from a board meeting, which is held by directors to manage the company’s daily affairs, and from an Extraordinary General Meeting (EGM), which addresses specific matters that arise between AGMs.
AGMs may be conducted physically, virtually, or in hybrid form. The key requirement is that shareholders can participate effectively. They must be able to follow the proceedings, ask questions, and vote on resolutions in real time.
What Is the Purpose of an AGM?
Core purposes of an AGM include:
- Adopting the company’s financial statements for the financial year.
- Electing or re-electing directors in accordance with the company’s constitution.
- Appointing or re-appointing the company’s auditor and approving audit fees.
- Approving director fees, dividends, and other shareholder resolutions.
- Providing a platform for questions and discussion about the company’s operations and future plans.
Is Your Company Required to Hold an AGM?
AGM Timeline
Exceptions to the AGM Requirement
Specifically, you are required to hold an AGM unless one of the following applies and no shareholder or auditor has demanded a meeting:
- No-AGM this year: You sent the financial statements to all shareholders by FYE + 5 months.
- AGM requirement waived: Shareholders have passed a resolution to dispense with AGMs.
- Dormant relevant private company: You are exempt from preparing financial statements for the year.
Regardless of AGM or No AGM, your company is still required to:
- File the Annual Return by FYE + 7 months.
- Circulate financial statements to shareholders each year (unless exempt from preparing them).
- Honor meeting requests (if a shareholder/auditor asks for a meeting, you must convene it).
- Maintain proper records: minutes/resolutions, registers, and filed documents in good order.
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How to Hold an AGM?
Step 1
Review Legal Requirements
Step 2
Verify Quorum
Step 3
Draft the Agenda
Step 4
Notify Shareholders
Step 5
Prepare Supporting Documents
Step 6
Conduct the Meeting
Step 7
Record Minutes of the Meeting
The “Paper AGM” Approach
Many private companies in Singapore hold what is informally known as a “paper AGM”. This refers to completing the AGM process entirely by written resolutions instead of holding an in-person or virtual meeting. It is often used by small or closely held companies where all shareholders agree on the matters to be approved.
Under the Companies Act, private companies may pass written resolutions for all ordinary business that would normally be decided at an AGM, such as:
- Adoption of financial statements;
- Election or re-election of directors;
- Appointment or re-appointment of auditors;
- Approval of director fees, dividends, or other resolutions.
To use this approach:
- Circulate the proposed resolutions to all shareholders, either in hard copy or another legible form such as email, as permitted by your constitution;
- Obtain written approval from all shareholders (usually by signing the resolution);
- Keep the signed resolutions and supporting documents with the company’s statutory records.
A “paper AGM” provides the same legal effect as a physical meeting once the written resolutions are signed by all members. It is a practical method for small companies to meet AGM obligations efficiently while remaining fully compliant with ACRA requirements.
How to Skip an AGM?
Option 1: No AGM, Send Financial Statements Within 5 Months
When to Use This Option
How It Works in Practice
Safeguards
- A shareholder or auditor may request an AGM by written notice no later than 14 days before the end of the sixth month after FYE.
- Directors must hold the AGM within six months after FYE if requested.
- If deadlines cannot be met, the company must apply to ACRA for an extension before the six months expire.
Internal Records and Filing
Option 2: Dispense with AGMs by Shareholder Resolution
When to Use This Option
Key Points
- The resolution must be unanimous, unless the constitution allows otherwise.
- It should state that the company will not hold AGMs and that annual matters will be decided by written resolutions.
- Written resolutions can be circulated in hard copy or electronic form if all shareholders agree.
Ongoing Duties and Safeguards
Even after AGMs are dispensed with:
- Directors must still prepare and send financial statements each year.
- The company must file its Annual Return within seven months after FYE.
- Any shareholder may still request an AGM by giving notice no later than 14 days before the end of the sixth month after FYE.
- Certain matters, such as removing a director or auditor, still require a physical or virtual meeting.
Filing Sequence
When AGMs have been dispensed with:
- Approve and circulate financial statements each year.
- Keep board and shareholder resolutions as part of company records.
- File the Annual Return within seven months after FYE, attaching the latest financial statements.
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Founder, KATZION TECHNOLOGY SOLUTIONS PTE. LTD.Post AGM (or No AGM): Compliance and Filings
After your company holds an AGM or completes the no-AGM process, the final step is to ensure timely filing with ACRA.
Private companies must file their Annual Return (AR) within seven months after the financial year-end. If an AGM was held, the filing should reflect the meeting date; if no AGM was held, confirm that the financial statements were sent to shareholders within five months after FYE.
The AR submission also includes your financial statements, usually in XBRL format unless the company is exempt. Keeping accurate dates, resolutions, and approval records is essential to avoid penalties for late or incorrect filings.
AGM Extensions, Late Cases, and Penalties
When and how to apply for an extension of time
What if you missed a deadline
If the deadline has already passed, the company should:
- Hold the overdue AGM or complete the no-AGM process as soon as possible.
- File the Annual Return immediately once financial statements are ready.
- Rectify all outstanding compliance issues before the next FYE to avoid repeat offences.
Penalties
Failure to hold an AGM or file the Annual Return within the prescribed timelines may result in:
- Late filing penalties imposed by ACRA.
- Composition fines for directors and company secretaries.
- Possible prosecution for serious or repeated breaches under the Companies Act.
- Directors remain personally responsible for ensuring that all annual obligations are met, even if the company secretary handles filings.
Practical AGM Advice for Startup Founders
If you are a startup without external funding and no shareholder tensions
- Use the no-AGM route by sending financial statements to shareholders within five months after your financial year end.
- Handle annual matters through written resolutions, such as approving financial statements or director fees.
- Keep clear internal records and file the Annual Return on time to maintain compliance history.
If you are a startup with external funding or shareholder tensions
- Hold an AGM voluntarily to update investors and demonstrate good governance.
- Share key information such as financial results, milestones, and strategic plans before the meeting.
- Keep formal minutes and supporting documents, as they may be reviewed during investor due diligence.
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Frequently Asked Questions
About AGMs in Singapore