22 June 2020
Additional Guidance on the conduct of General Meetings during Safe Management Period
Following Singapore’s move into phase two of its reopening on 19 June 2020, ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the joint guidance and checklist issued on 13 April 2020, to guide the conduct of general meetings during safe management period. The key update is to clarify that issuers (and the issuers' service provider(s), if any) that are permitted to operate will no longer need to submit a notification to the Ministry of Trade and Industry for a time-limited exemption to have temporary operations in the same physical location for the purpose of holding a general meeting.
As we are in the early stages of our re-opening, activities where large numbers of people are likely to come into close contact for a prolonged period in enclosed spaces should be avoided. Companies who are holding general meetings on or before 30 September 2020 should continue to conduct their meetings in accordance with the checklist by the ACRA, MAS and SGX RegCo available here.
14 Apr 2020
Temporary Measures for Conduct of Meetings
On 13 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (Order) was issued. The Order prescribes the alternative arrangements for the conduct of general meetings of companies, variable capital companies, unit holders of registered business trusts, unit holders of unit trusts and holders of debentures.
The alternative arrangements apply to meetings convened, held, conducted or deferred during the Control Period. A transitional arrangement is also provided for any meeting convened, held, conducted or deferred during a period of 30 days after the end of the Control Period, where the notice of the meeting was given during the Control Period. The Control Period will be the period commencing retrospectively from 27 March 2020 to the last day the Regulations or the Infectious Diseases (Measures to Prevent Spread of COVID-19) Regulations 2020 is in force. The transitional arrangement will not apply to meetings that are further adjourned after the Control Period.
In light of the Order, ACRA, the Monetary Authority of Singapore and Singapore Exchange Regulation have prepared a checklist to guide the conduct of general meetings during the Control Period. This checklist incorporates the alternative arrangements prescribed in the Order as well as other alternative practices that issuers and non-listed companies should adopt given the inability of members to attend meetings in person. The checklist is also applicable to VCCs and non-listed unit trusts, with the necessary modifications.
On 14 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment) Order 2020 was issued. The amendment Order clarifies the manner in which a notice should be sent by electronic means for non-listed companies, variable capital companies, trustee-managers of registered business trusts, trustees/managers of unit trusts, and issuers/trustees of registered debentures.
Please click on the following links for more information:
7 Apr 2020
Extension of Deadline for Holding Annual General Meetings and Filing Annual Returns
In light of the COVID-19 situation, some companies may have difficulties holding their Annual General Meetings (AGMs) and filing their Annual Returns (ARs).
For listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020
ACRA will grant a 60-day extension of time for all listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020. Companies that had previously been granted extension of time to hold their AGMs within this period will also be given a further 60 days of extension from the last date of extension. The AR filing due dates for the period 1 May 2020 to 31 August 2020 for all listed and non-listed companies will also be extended for 60 days. There is no need for these companies to apply for the extension of time with ACRA.
For listed and non-listed companies whose AGMs are due during the period 1 to 15 April 2020
ACRA will also not impose any penalties on listed and non-listed companies whose AGMs are due during the period 1 April to 15 April 2020 if they hold the AGM within 60 days of the due date. Their AR filing due dates will also be extended for 60 days. There is no need for these companies to apply for the extension of time.
Details of the Extension of Time (EOT) for Holding AGM and Filing AR
|Original Due Date/ Extended Due Date previously granted for AGM
||New AGM due date
||New AR due date
|16 Apr 2020 to 30 Apr 2020
||15 Jun 2020 to 29 Jun 2020
||15 Jul 2020 to 30 Jul 2020
|1 May 2020 to 31 May 2020
||30 Jun 2020 to 30 Jul 2020
|31 Jul 2020 to 29 Aug 2020
|1 Jun 2020 to 30 Jun 2020
||31 Jul 2020 to 29 Aug 2020
||30 Aug 2020 to 29 Sep 2020
|1 Jul 2020 to 31 Jul 2020
||30 Aug 2020 to 29 Sep 2020
|30 Sept 2020 to 30 Oct 2020
Download the press release (PDF, 100KB) for more details.
Note: The Companies (Amendment No. 2) Regulations 2020 to prescribe the classes of companies to which ACRA is granting the extensions of time was published on 15 April 2020. Click here for more information.
Please refer to the resources below for useful and relevant information to help businesses better understand and navigate the impact of COVID-19:
• Financial Reporting Practice Guidance 1 of 2020
• Audit Practice Bulletin No 1 of 2020: Key audit consideration - COVID-19
• ISCA’s COVID-19 Navigator – A Guide for Singapore Chartered Accountants
• MTI’s information for businesses on the temporary suspension of activities due to tightened safe distancing measures