Singapore - Key Legislative Amendments Targeted For Implementation In Early 2018

EXEMPTION FOR PRIVATE COMPANIES FROM HOLDING ANNUAL GENERAL MEETINGS (AGMs)

Currently, private companies need not hold AGMs if all members have approved a resolution to dispense with the holding of AGMs.

Under the Singapore Companies (Amendment) Act 2017, private companies will be exempted from holding AGMs if they send financial statements (“FS”) to their members within 5 months after the financial year end (“FYE”). Accordingly, private companies that are dormant relevant companies under section 201A of the Singapore Companies Act will be exempted from holding AGMs.

The following safeguards will be put in place:

  1. A member who wishes to request that an AGM be held must notify the company to hold an AGM not later than 14 days before the last day of the 6th month after FYE;
  2. Directors must hold an AGM within 6 months after FYE if notified by any one member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM; and
  3. Private companies must hold a general meeting to lay financial statements if any member or auditor requests for it not later than 14 days after the financial statements are sent out.

Private dormant relevant companies exempt from sending financial statements will not need to hold AGM, subject to the above-mentioned safeguards.


COMPANIES DISPENSE WITH HOLDING OF AGMs

The current option for private companies to dispense with the holding of AGMs will remain but timelines will be changed for consistency with effect from January 2018.

CURRENTFROM EARLY 2018
AR due date is 30 days after FS is sent and AGM resolutions passedAR due date will be 7 months after FYE
A member may request for AGM within 3 months before year endA member may request for AGM not later than 14 days before the last day of the 6th month after FYE
If the dispensation resolution ceases to be in force, AGM must be held if at least 3 months of the year remaining If the dispensation resolution ceases to be in force, AGM must be held if at least 3 months remain to the AGM due date

 

ALIGNMENT OF TIMELINES FOR HOLDING ANNUAL GENERAL MEETINGS (AGMs) AND FILING ANNUAL RETURNS TO THE FINANCIAL YEAR END (FYE)

Currently, companies have to ascertain the deadlines for holding AGMs and filing annual returns annually, which may change every year based on a series of criteria. To simplify this process, the deadlines for holding AGMs and filing annual returns will be aligned with the companies’ FYE. Importantly, the amendments include new laws on how FYE will be determined.


TIMELINE FOR HOLDING AGMs AND FILING OF ANNUAL RETURNS

CURRENTFROM EARLY 2018
HOLDING OF AGMs 
  1. Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months
  2. Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.

For listed companies:
Hold AGM within 4 months after FYE

For any other company:
Hold AGM within 6 months after FYE

CURRENTFROM EARLY 2018
FILING OF ANNUAL RETURNS 

For companies having a share capital and keeping a branch register outside Singapore

  • File annual returns within 60 days after AGM

For other companies

  • File annual returns within 30 days after AGM

For companies having a share capital and keeping a branch register outside Singapore:

  • File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE

For other companies:

  • File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE

Annual return can be filed only:

  • after an AGM has been held;
  • after financial statements is sent if company need not hold AGM; or
  • after FYE for private dormant relevant company that is exempted from preparing financial statements.

 

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