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Requirements for Holding an Annual Meeting of Shareholders in Singapore

Writer's picture: Roger PayRoger Pay

Updated: Jan 7


Requirements for Holding an Annual Meeting of Shareholders in Singapore | Bestar
Requirements for Holding an Annual Meeting of Shareholders in Singapore | Bestar


Singapore AGM Requirements



Key Requirements for Holding an Annual General Meeting (AGM) in Singapore:


  1. Timeliness:


    • Listed Companies: Must hold their AGM within 4 months after the end of their financial year.

    • Non-Listed Companies: Must hold their AGM within 6 months after the end of their financial year.

    • Newly Incorporated Companies: Must hold their first AGM within 18 months of incorporation.

    • Subsequent AGMs: Should be held no more than 15 months apart.


  2. Notice Period:


    • Ordinary Written Resolutions: At least 14 days' notice must be provided to shareholders.

    • Special Written Resolutions or Notices: At least 21 to 28 days' notice is required.


  3. Quorum:


    • The minimum number of shareholders or proxies required to be present at the meeting to form a quorum. This may be specified in the company's Memorandum and Articles of Association. If not, a quorum generally consists of at least two shareholders or proxies.


  4. Meeting Procedures:


    • The meeting must be chaired by the chairman of the board of directors or another appointed director.

    • Shareholders must be given the opportunity to ask questions and raise concerns.

    • Resolutions must be proposed and voted upon.


  5. Financial Statements:


    • The company must present its audited financial statements for the year at the AGM.


  6. Other Matters:


    • Election of directors

    • Approval of dividends

    • Appointment of auditors


Important Notes:


  • Exempt Private Companies (EPCs): Under certain conditions, EPCs may be exempt from holding an AGM.

  • Written Resolutions: In some cases, companies may be able to pass resolutions by written resolution instead of holding a physical AGM.

  • Compliance: Failure to comply with AGM requirements can result in penalties and potential prosecution.


More Comprehensive Understanding of the Requirements for Holding an AGM in Singapore


Here's more information on the requirements for holding an Annual General Meeting (AGM) in Singapore:


Specifics on Notice Periods:


  • Ordinary Resolutions: 14 days' written notice to shareholders is typically required.

  • Special Resolutions: 21 days' written notice is generally needed.

    • Special resolutions often involve significant changes to the company, such as altering the company's constitution or authorizing major transactions.

  • Very Short Notice: In exceptional circumstances, the court may permit shorter notice periods. However, this requires a strong justification.


Quorum - More Detail:


  • Company's Articles of Association: The company's articles of association may specify the quorum.

  • Default Quorum: If not specified, a quorum generally consists of at least two shareholders or their proxies.

  • Failure to Achieve Quorum: If a quorum is not present at the scheduled meeting time, the meeting may be adjourned to a later date.


Key Matters Discussed at AGMs:


  • Financial Statements: Presentation and approval of audited financial statements.

  • Directors' Report: Review of the company's performance and future plans.

  • Election of Directors: Shareholders may elect or re-elect directors to the company's board.

  • Appointment of Auditors: Shareholders may appoint or re-appoint the company's auditors.

  • Dividend Declarations: Approval of dividend payments to shareholders.

  • Shareholder Proposals: Shareholders may propose resolutions for consideration at the AGM.


Role of the Company Secretary:


  • The company secretary plays a crucial role in organizing and conducting the AGM.

  • Responsibilities include:

    • Issuing notices to shareholders.

    • Preparing meeting materials.

    • Ensuring compliance with legal and regulatory requirements.

    • Maintaining accurate minutes of the meeting.


Exempt Private Companies (EPCs):


  • EPCs that meet specific criteria may be exempt from holding an AGM.

  • These criteria generally relate to company size and shareholder composition.


Importance of Compliance:


  • Adhering to AGM requirements is essential for maintaining corporate governance standards.

  • Non-compliance can result in penalties, fines, and potential legal action.


How Bestar can Help

Requirements for Holding an Annual Meeting of Shareholders in Singapore


Bestar can offer invaluable assistance in navigating the complexities of holding an Annual General Meeting (AGM) in Singapore. Here's how we can help:


  • Compliance: Ensure strict adherence to all legal and regulatory requirements outlined in the Companies Act, including notice periods, quorum requirements, and meeting procedures.

  • Documentation: Draft and review all necessary legal documents, such as meeting notices, resolutions, and minutes.

  • Advice on Corporate Governance: Provide guidance on best practices for corporate governance, including shareholder rights and responsibilities.

  • Risk Mitigation: Identify and address potential legal risks associated with the AGM, such as disputes or challenges to resolutions.

  • Representation: Represent the company in legal matters related to the AGM, such as dealing with shareholder disputes or responding to regulatory inquiries.

  • Financial Reporting: Prepare and present accurate and transparent financial statements in accordance with accounting standards.

  • Financial Analysis: Provide insights into the company's financial performance, including key metrics, trends, and risks.

  • Dividend Policy: Advise on appropriate dividend policies based on the company's financial position and future prospects.

  • Tax Implications: Analyze the tax implications of various AGM decisions, such as dividend payments or share buybacks.

  • Valuation Services: Provide valuations of assets or shares as needed for certain resolutions or transactions.


Key Benefits of Bestar's Assistance:


  • Reduced Risk of Non-Compliance: Minimize the risk of penalties and legal action by ensuring strict adherence to all legal requirements.

  • Enhanced Efficiency: Streamline the AGM process by leveraging professional expertise and resources.

  • Improved Corporate Governance: Enhance the company's reputation and credibility by demonstrating a commitment to good corporate governance practices.

  • Informed Decision-Making: Make well-informed decisions based on sound legal and financial advice.

  • Peace of Mind: Gain peace of mind knowing that the AGM is being conducted in a professional and compliant manner.


By seeking Bestar's assistance, companies can ensure that their AGMs are conducted smoothly, efficiently, and in full compliance with all applicable laws and regulations.






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