AGM and Annual Return for a SMALL Private Limited Company (Exempt From Audit)

AGM and Annual Return for a SMALL Private Limited Company

All Singapore 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. These accounts need to be prepared in accordance with Accounting Standards which basically refers to the Singapore Financial Reporting Standards which sets forth accounting standards in Singapore.

Timeline for AGM
Section 175 – Annual General Meeting (AGM)
A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.

Section 197 – Filing Annual Return
The Annual Return must be filed with the Registrar within one month after the AGM.

Section 201 – Audited / Unaudited Accounts
Financial Statements presented at the AGM shall be made up to a date not more than 6 months before the AGM.

Small Private Companies
Small Private Companies refer to companies that fulfill at least 2 out of the 3 qualifying conditions (1. Revenue < S$10M, 2. Total Assets < S$10M, 3. Not more than 50 employees)
Read more HERE.

What do I Need to File?

Small Private Companies
Exempted From Audit
Audit of Company Accounts File Financial Statements
And XBRL with ACRA
Declaration of Solvency
Active and Solvent
(with <= 20 members and no corporate members)
Not Required Not Required
Active and Solvent
(with > 20 members OR HAS corporate members)
Not Required
Dormant and Solvent
(with <= 20 members and no corporate members)
Not Required Not Required
Dormant and Solvent
(with > 20 members OR HAS corporate members)
Not Required
Active and Insolvent Not Required Not Required
Dormant and Insolvent Not Required Not Required

What Documents do I need to have?

  • Minutes to AGM Meeting including members’ resolutions
  • Financial Statements for the year relating to the AGM Meeting (not required if you are dormant)

What is Passed in an AGM?

  • Adoption of Accounts Laid at Meeting
  • Approval of Dividends Declared
  • Approval of Directors’ Fees
  • Re-election of Director(s)

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