Singapore changes statutory requirements for AGMs and Annual Returns

As part of on-going efforts to uphold Singapore’s competitiveness as a regional business hub, the Accounting and Corporate Regulatory Authority (ACRA) of Singapore continuously reviews the regulatory frameworks governing the companies and businesses registered in Singapore and makes necessary amendments to ensure their relevance, ease of application and efficacy.

To this end, ACRA has announced changes to the statutory requirements governing the holding of Annual General Meetings (AGM) and filing of Annual Returns (AR) to align them with a company’s Financial Year End (FYE).

Previously Section 175 of the Companies Act required directors of every locally-incorporated company to hold its first AGM within 18 months of incorporation and subsequent AGMs at intervals of not more than 15 months. Section 201 of the Companies Act requires financial statements tabled at AGMs to be made up to a date within four months for listed companies or six months for non-listed companies before the date of AGM.

As from 31 August 2018, the timeline provided in section 201 is aligned with the FYE of the filing company. Accordingly, listed companies will have to hold their AGMs within four months after the FYE and other companies must hold their AGMs within six months after the FYE.

Previously, Section 197 of the Companies Act required every locally-incorporated company to file its AR within 30 days after its AGM, while a company having a share capital and keeping a branch register outside Singapore was required to file an AR within 60 days after its AGM.

As from 31 August 2018, listed locally-incorporated companies are required to file the AR within five months of their FYE and non-listed companies within seven months of the FYE. In the case of companies having a share capital and keeping a branch registered outside Singapore, the time for filing AR is six months after the FYE for listed companies and eight months for non-listed companies.

It should be noted that AR can be filed only after an AGM has been held; or in the case of companies that have been exempted from AGM, only after financial statements have been sent; or in the case of private dormant companies that are exempted from preparing financial statements, after the FYE.

The timelines have been aligned with the FYE to simplify the compliance procedures for Singapore companies and to establish predictability and clarity. To prevent companies from arbitrarily changing their FYE to circumvent compliance requirements, companies must notify the Registrar of their FYE upon incorporation and are required to obtain approval from the Registrar: if they wish to change their FYE after having previously changed the FYE within the last five years, or if changing the FYE would result in a financial year longer than 18 months.