The legal requirement
A company must hold its Annual General Meeting (AGM) and file the Annual Return (AR) in accordance with the Companies Act.
This is part of the principle of corporate disclosure and transparency that is imposed on a company which commonly enjoys limited liability. Members of the public, including creditors and other interested parties, must have access to regularly updated shareholder, director and other financial information of the company.
ACRA recognises that there may be situations in which a company with more than one shareholder has difficulty holding its AGM because:
a) the other shareholder is a foreigner, or is locally resident but cannot be contacted by the company; or
b) the other shareholder has been disqualified (e.g. recently adjudicated bankrupt) or is recently deceased; and the company is unable to increase the shareholders of the company immediately.
The result is that there is no quorum of shareholders for the AGM, even though the company has complied with the procedures for lack of quorums in its Articles of Association.
ACRA is prepared to allow the AR to be filed without the AGM being held.
After the AR is filed, the company must take immediate steps to rectify the situation e.g. seek legal advice on how to increase the members or shareholders in the company so that there is no lack of quorum in future.
It is ACRA’s policy to reject any repeat applications unless there are exceptional circumstances.
Guidelines on application
1. The application must be made online via BizFile which will check that all required information is provided.
Step 1: At the BizFile homepage menu, select the transaction "Annual Filing" under the transaction group "Local Company”
Step 2: Select the transaction "Application for filing Annual Returns without AGM"
2. The company must send the notice of AGM (or intention to hold an AGM) to the other shareholder(s) within the time prescribed in the Companies Act. The company must also comply with the procedures set out in the company’s Articles of Association in relation to a lack of quorum.
3. If the company is aware that any person has acquired a shareholding in the company, the notice of AGM (or intention to hold an AGM) must be sent to that person.
4. If the shareholder is deceased and the applicant is the next of kin or the Executor or Administrator of the deceased, the applicant must key in the following information into the BizFile form:
a) the date of application as the “date of the registered post or courier”; and
b) the reason “No letter was sent because I am the Next of Kin / Executor / Administrator of the deceased” (please indicate whichever is applicable) under the column for “Next of Kin / Executor / Administrator’s address”.
5. At the time of application, you may rectify up to three prior offences by filing up to three ARs, with three sets of accounts. In exceptional cases where there are more than three ARs outstanding, a separate application must be made for the other ARs and accounts.
6. For newly incorporated companies, please update the company’s financial year end via BizFile, under “Notification for Change of Financial Year” before making the application.
7. An application fee of $30 is payable online at the end of this application. If payment is not made, the application will not be processed.
8. The applicant can find out the outcome of the application through two means:
a) By email. This is only possible when you have provided ACRA with an email address; or
b) By status enquiry. You can access the status enquiry for the application via BizFile, free of charge.
9. For approved applications, please proceed to file the AR online. The date of the AGM to be stated in the AR is the date of the AGM as indicated in the notice of an AGM (or intention to hold an AGM) to the other shareholder(s) (which date should be within the time prescribed in the Companies Act). The company must also comply with the procedures set out in the company’s Articles of Association in relation to a lack of quorum.
The estimated processing time for 85% of all applications is within 14 working days; 100% within 1 month.
Who can apply?
Company officers (i.e the directors or the company secretary)
Professional firm on the behalf of the company
Service bureau on the behalf of the company
Please seek professional advice if you are unsure about the legal duties and liabilities of the company and its officers. ACRA officers are not empowered to provide such advice.
Other related guidelines