All locally incorporated companies are required to hold their Annual General Meeting (AGM) and file their annual returns under S175, S197 and S201 of the Companies Act.
At the AGM, directors shall present a true and fair view of the company’s accounts to their shareholders.
The Companies Act does not prescribe the minimum level of qualifications for the person preparing the accounts. However, it will be the responsibility of the directors to appoint individuals with the required level of expertise for preparation of such accounts.
[See sample account]
When to hold an AGM and file annual return?
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Requirements |
Companies Act |
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Annual General Meeting (AGM) |
1. A company is required to hold its first AGM within 18 months after its incorporation.
2. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
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Section 175 |
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Filing Annual Return |
The Annual Return must be filed with the Registrar within one month after the AGM.
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Section 197 |
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Audited / Unaudited Accounts
[Requirements] |
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 a date not more than 6 months before the AGM. |
Section 201 |
When will a company be required to file accounts with their annual return submission, and how should this be done?
Please refer to the requirements to determine whether a company needs to file accounts, and follow up with:
- For companies which are not required to file their accounts in their annual return
- The appropriate on-line declaration will appear in the transaction if the correct company type has been selected. Please refer to BizFile eGuide on filing of annual return.
The appointed officer of the company e.g. director, secretary shall file the annual return via BizFile. Alternatively, the company can engage the services of a professional firm or a service bureau to file the annual return.
Can a company request for an extension to file annual return or hold an AGM?
A company can apply for an extension of time to hold its AGM. Upon approval of the application, the company must file its annual return within one month from the new AGM date.
What if a company fails to hold its AGM or file annual return?
A penalty will be imposed for late lodgement as prescribed in the Companies Act, Cap 50.
In addition, a summon may be issued against a company director for not holding the company’s Annual General Meeting and filing its Annual Return (AR) as stipulated under the law.