Holding an Annual General Meeting
|Annual General Meeting (AGM)
||1. A company is required to hold its first AGM within 18 months after its incorporation,
2. Subsequently AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
||The Annual Return must be filed with the Registrar within one month after the AGM
||For a public company listed or quoted on a securities exchange in Singapore:
Accounts presented at the AGM shall be made up to a date not more than 4 months before the AGM.In the case of any other company:
Accounts presented at the AGM shall be made up to date not more than 6 months before the AGM.
New companies in Singapore must hold their first AGM after 18 months from the date of registration. Thereafter, it is mandatory for both active and dormant companies to organize the annual meeting once every financial year.
However, in any case, if a business needs an extension of time to hold its AGMs, then one can approach ACRA with an application for Extension of Time (EOT) under Section 175 or Section 201 of the Companies Act. Furthermore, the BizFile+ portal can also be used to file an extension.
AGMs may be held in any location as long as a majority of the shareholders of the company will be present during it. Should the company in question have a corporate shareholder, more than 20 shareholders, and sales turnover of at least S$5 million per year, an independent auditor’s report will also be required to be submitted.
Business owners must declare the date of AGM to ACRA while filing the annual return of the company using BizFile+. If the company is exempted from holding an AGM or dispensed, then details are to be submitted at the time of annual return. Some requirements of this rule are as follows:
Financial statements of businesses must be prepared towards the end of each financial year
Circulate of the AGM resolutions which shareholders must approve on paper
Send the financial statement and other related documents, including the Statement and the report of directors to members and the shareholders
Filing Annual Returns of a Local Company
According to Sections 175, 197 and 201, the annual returns of the company must be filed ACRA within 1 month from the date of the AGM. In submission of your annual returns, the following information is requred:
Company’s full name and registration number
Company type (i.e. private company, public company, small exempt private company)
Summary of issued and paid-up share capital
Information of directors, company secretary, auditors, and shareholders
Date of AGM and the financial period to which the audited accounts have been made up
Financial statements, if applicable
If you had a share transfer that has not been registered, in submitting AR via BizFile+, the lodger must select “have not been registered” in the relevant drop-down list. Vice versa, if you did not have a share transfer, in submitting AR via BizFile+, the lodger must select “have not taken place” in the relevant drop-down list.
Filing Financial Statements with ACRA
A company is required to file its financial statements in XBRL format during the filing of annual returns, if the company either:
We can do the following for you:
Set up an accounting system
Prepare a chart of accounts
Prepare monthly cash and bank reconciliation statements
Prepare monthly/quarterly/annual management financial reports and monthly/quarterly GST returns
Compile statutory financial statements in accordance with financial reporting standards
Prepare financial statements in XBRL format for ACRA filing
Please furnish us with the company’s bank statements for the entire financial period/year.
In the bank statements, the nature of the transactions must be stated. This allows us to identify the type of transactions and how to account for them in the best way possible.
Refer to the attached bank statements (sample Bank statements with remarks)to understand how this is to be done.
For sales transactions, state the sales invoice number so that we can trace the status of invoices and also figure out the trade receivables balance.
Additionally, you can also state the following in your email to us:
Any significant transactions not reflected in the bank statements (e.g. large sales invoices for which payments have not yet been received, unpaid purchase invoices)
Transactions happening between the directors/shareholders of the company (e.g. drawing, additional capital injected into the company, loans to the company)
Any other transactions affecting the company of which you are aware
A section taken from ACRA states that currently, a company is exempted from having its accounts audited if it is an exempt private company with annual revenue of $5 million or less. This approach is being replaced by a new small company concept which will determine exemption from statutory audit. Notably, a company no longer needs to be an exempt private company to be exempted from audit.
A company qualifies as a small company if:
(a) it is a private company in the financial year in question; and
(b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
- total annual revenue ≤ $10m;
- total assets ≤ $10m;
- no. of employees ≤ 50.
Tax filing for corporations must be done by 30 November of any given year.
Our corporate specialist will follow up on the work of corporate tax filing after the compilation of financial statements is signed and agreed by the company. A company is taxed on the income earned in the preceding financial year.
With effect from YA 2010, a company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a local or foreign company. See Singapore personal tax rates
Tax Forms to be Submitted Yearly
All companies need to submit two corporate income tax forms to IRAS every year:
Estimated Chargeable Income (ECI) form within three months from the company’s financial year end except for (a) companies that fulfill the conditions under the Administrative Concession; and (b) certain entities that are not required to file ECI.
Corporate Income Tax Returns, commonly known as Form C-S or Form C, by November 30 of each year, except for dormant companies for which IRAS has waived the requirement to file.
In 2020, those who do not comply with this requirement will be fined S$300 by ACRA. IRAS may also punish the estimated tax payable.
Considering the consequences of non-compliance, which are the revoking of visas and impact on business reputation, it is not worth it to skip out on this. Doing it alone, the process might be tough. Engage a service provider for all the corporate secretarial work because they usually simplify the deadlines for you. Make one payment, once a year, and they handle all the paperwork and get all the filings done on time.