Understanding AGM and Annual Return Compliance for Singapore Companies

Introduction

As a new business owner in Singapore, statutory compliance is a cornerstone of good corporate governance. Among the key obligations under the Singapore Companies Act 1967 are the Annual General Meeting (AGM) and Annual Return (AR) filing. These requirements ensure transparency, protect stakeholders, and help regulators maintain oversight of corporate entities.

In this blog, we break down everything you need to know about AGMs, who must hold them, what happens during the meeting, and the associated filing obligations with ACRA and IRAS.

What is an AGM?

An Annual General Meeting (AGM) is a mandatory yearly meeting (unless exempted) where a company presents its financial statements to shareholders, discusses its performance, and passes key corporate resolutions such as dividend declarations or re-appointment of directors.

AGMs provide an opportunity for shareholders to engage with the company’s management and ensure accountability.

Who Must Hold an AGM?

• Public Companies that are listed: Must hold an AGM within 4 months after their financial year end.

• Public Companies that are not listed: Must hold an AGM within 6 months after their financial year end.

• Private Companies: Can choose to dispense with holding AGMs, provided:

  • All shareholders agree,

  • Financial statements are sent within 5 months of FYE,

  • No shareholder requests an AGM to be held.

This exemption is commonly used by small private companies to simplify compliance.

Conditions to dispense an AGM:

1.      A private company can dispense an AGM, if is has a resolution passed by all members approving the dispense of AGM

2.      A private company can dispense an AGM, if the company has sent a copy of financial statements and all other documents that are required under law to all the shareholders and other qualified recipients within 5 months from the end of that financial year.

3.      A company is both a private company and a dormant relevant company whose directors are exempt under Section 201A from preparing financial statements under Section 201.

What Happens in an AGM?

During an AGM, the company will typically:

·         Present and approve the audited financial statements,

·         Reappoint or rotate directors,

·         Approve dividends (if any),

·         Confirm auditor reappointment or remuneration (if applicable),

·         Address any shareholder queries or resolutions.

Statutory Requirement for AGM

Under the Companies Act:

·         Section 175: Mandates the holding of AGM unless exempted.

·         Section 175A: Allows private companies to dispense with AGMs if conditions are met.

·         Section 201: Financial statements must be prepared by prescribed accounting standards and presented at the AGM (if held).

The first AGM must be held within 4 or 6 months after the financial year end depending on the type of company, unless the company is exempt.

Required Documents

To conduct an AGM or fulfill filing obligations, the following documents are typically required:

·         Directors’ Report and Statement,

·         Audited Financial Statements (unless exempt),

·         Auditor’s Report (if applicable),

·         Resolutions to be passed (e.g., approval of accounts, appointment of directors),

·         Minutes of the AGM or written resolutions (if AGM is dispensed with).

Penalty in Case of Non-Compliance

Failing to hold an AGM (if required) or to file the Annual Return on time can result in:

Type of Offence	Penalty
Failure to hold AGM	The Company and every officer in default is liable to a file of up to 5000 SGD
Continued Non-compliance	Possible strike-off of the company by ACRA or Disqualification of directors.

Statutory Requirement for Filing of Annual Returns

·         Public Company that are listed must file its returns within 5 months after the financial year end or within 1 month of AGM.

·         Public Company that are un-listed or Private Companies must file its returns within 7 on the after the financial year end or within 1 month of AGM.

To learn more about Annual Returns in detail, read our blog here.

Conclusion

Compliance with AGM and Annual Return (AR) requirements is more than just a statutory obligation—it reflects your company’s commitment to sound governance and operational excellence. Whether you're a solo founder or leading a fast-growing enterprise, staying on top of AGM procedures (or valid exemptions) and timely AR filings ensures your company remains in good standing with ACRA and avoids unnecessary penalties.

At Prolead, we specialize in helping businesses maintain full compliance with Singapore’s corporate regulations. Our experienced team monitors deadlines, manages statutory filings, and supports you with end-to-end corporate governance—so you can focus on what matters most: growing your business with confidence.