The principle of the AGM regime

In Singapore, the principle is as follows, the law (The Companies Act Cap.50). This meeting must be held once a year, it is therefore mandatory. Indeed, since it discusses issues such as the accounting analysis, the elections of the board of directors or the history of the tax levies of the previous year. The shareholders have voting rights relating to their shares held in the company and can vote on all the agendas submitted to the vote and may notably relate to the payment of dividends.

In order to notify shareholders and directors about the meeting and business to be discussed, you may need a notice of meeting document.

Moreover, between two ordinary general assemblies there cannot be more than 15 months difference.

This same law, which lays down the above-mentioned principle, has been amended. Indeed, the “Companies (Amendment) Act 2017” whose provisions came into force on August 31, 2018, aim to reduce the regulation of the burden operated on the organization of companies and thereby provide more flexibility. In accordance with these amendments, the deadlines within which companies, whose fiscal year ends on or after August 31, 2018, must hold annual general meetings (AGM) and file annual returns (“AIRS”). These amendments aligned with the fiscal year end (“FYE”).

make an exemption from annual general meeting in Singapore

The change in principle

1. Before these amendments:

A company was required to hold its first AGM within 18 months of incorporation and subsequent to that first AGM, once a year not to exceed the 15-month period between AGMs.
Each ordinary general meeting had to be held within 6 months after the end of the company’s fiscal year.

A minute of meeting is  required to keep track of any key resolutions made during an AGM.

2. After these amendments come into effect:

From August 31, 2018, and according to the section 175 Companies (Amendment) act 2017, a company may be exempted from holding an AGM then according to two possible cases:

➤ It sends its financial statements to all persons entitled to receive notices of general meetings of the company within 5 months of the financial year
➤ In the case of a dormant company, which is exempted from drawing up its financial statements

However, in order to qualify for these exemptions, the following conditions must be met:

➤ An annual general meeting must be held if a member requests it by notifying the company no later than 14 days before the date falling 6 months after the end of the financial year
➤ The company shall be required to hold an annual general meeting in the event that a member or an auditor of the company notifies the company, not later than 14 days after the financial statements are sent, that such a general meeting is to be held

Exemption from holding an annual general meeting (AGM)

It is still possible to dispense with the holding of an AGM in a more permanent manner, without bringing into play the exceptions presented above.

Indeed, a resolution adopted by all the shareholders of the company can have as object to exempt the holding of an AGM.

Resolutions are decisions taken by the company which have been previously discussed and voted upon at the meeting. A resolution generally contains the following information: the title (including the words “Resolution”), the name of the company, the subject matter, the date of the adoption of the resolution, the content itself and finally, the signatures of all persons entitled to vote.

Written resolutions may be circulated in paper form or in other preservable forms such as e-mail, depending on what has been agreed upon between the corporation and its members.

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