The legal requirement
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A company must hold its Annual General Meeting (AGM) and file the Annual Return (AR) in accordance with the Companies Act.
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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.
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Section 145 (1) of the Companies Act states that every company shall have at least one director who is ordinarily resident in Singapore. Section 201 of the Companies Act requires two directors to sign the documents to be submitted with the AR if the company has more than one director.
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ACRA recognises that there may be temporary situations in which a company is unable to obtain the signatures of two company directors for the purposes of filing the AR. For example:
a) where the co-director, whether a foreigner, or locally resident, cannot be contacted by the company; or
b) where the co-director has been disqualified from acting as a director (e.g. recently adjudicated bankrupt) or is recently deceased; and the company is unable to appoint another person to be a director immediately.
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The same reasons may also apply to shareholders, resulting in 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.
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ACRA is prepared to allow the AR to be filed with only one director’s signature without the AGM being held.
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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 with One Director’s Signature without AGM"
2. Before making the application
a) the company must have attempted to contact the other living director(s) in writing and by registered post at their addresses as shown in our records. Please allow 2 weeks for the other director(s) to reply before assuming that they cannot be contacted; and
b) the company and its officers must notify us if the other director(s) has ceased to act as director(s), e.g. due to death or disqualification.
3. The company must send the notice of an 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.
4. If the company is aware that any person has acquired a shareholding in the company, the notice of an AGM (or intention to hold an AGM) must be sent to that person.
5. If the shareholder is deceased and the applicant is the next of kin or 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” (please indicate whichever is applicable) under the column for “Next of Kin / Executor / Administrator’s address”.
6. 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 for one director’s signature without holding AGM must be made for the other ARs and accounts.
7. 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.
8. 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.
9. 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; and
b) By status enquiry. You can access the status enquiry for the application via BizFile under “Transaction Status Enquiry”, free of charge.
10. 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 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. Thus, the applicant must also be aware of the clause which indicates the procedures set out in the company’s Articles of Association in relation to a lack of quorum.
Processing time
The estimated processing time for 85% of all applications is within 14 working days; 100% within 1 month.
Who can apply?
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Company officer (i.e director or company secretary)
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Professional firm on the behalf of the company
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Service bureau on the behalf of the company
Legal advice
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