Every company in Singapore comes face to face with the concept of an Annual General Meeting (AGM). It isn’t just a legal formality—it’s a moment where the directors, shareholders, and sometimes even auditors are in the same room, literally or figuratively. The financial statements take centre stage. They’re expected to show a “true and fair” picture of how the company did in the year.
But that’s only part of it. The AGM gives shareholders the floor. They can ask directors what happened, why certain decisions were made, or even question the way the company is being run. And those questions can’t be brushed aside—this is the statutory platform for accountability.
Besides the accounts, AGMs usually deal with a handful of recurring matters: approving dividends, re-electing directors, appointing auditors, or giving authority for share issues. In other words, it’s the main checkpoint for both transparency and governance.
Exemptions from holding an AGM
Back in 2018, Singapore gave some breathing room to private companies. If they circulate their financial statements within five months after the financial year end (FYE), they don’t have to hold an AGM.
That sounds like a big relief, but it isn’t a free pass. There are checks in place. For example:
- Any shareholder can still demand an AGM. If that happens, the company must convene one within six months of FYE. But the request has to land at least 14 days before the end of that six-month period.
- If even one shareholder asks for it, the directors must comply.
- Also, if an auditor or member requests a meeting after statements are circulated, the directors are obliged to call a general meeting within 14 days.
So yes, exemptions cut down the admin work, but they don’t strip away shareholder rights.
Timeline for holding AGMs
The timeline isn’t the same for everyone. It depends on whether the company is listed or unlisted, and when its FYE falls.
- For financial years ending on or after 31 August 2018:
- Listed companies must hold AGMs within 4 months of FYE.
- Unlisted companies have 6 months.
- For financial years ending before 31 August 2018:
- The first AGM must be held within 18 months of incorporation.
- Accounts tabled at the AGM can’t be too old: not more than 4 months for listed, and not more than 6 months for unlisted.
And here’s a point many miss: dormant companies are not excused. Even without much activity, they still have to prepare accounts under SFRS, hold AGMs (either formally or in writing), and file annual returns.
Notice of meetings
Before an AGM can happen, a notice must go out. It’s sent to shareholders, directors, and relevant officers. The notice spells out:
- Date, time, and venue (or platform)
- The business on the agenda
- Details of any special resolutions
- The right of shareholders to appoint proxies
Drafting and circulating the notice falls on the company secretary. Delivery is often electronic now, but the company’s constitution decides what modes are acceptable.
Notice periods vary:
- 14 days for ordinary resolutions
- 21 days for special resolutions
- 28 days if special notice is required
A company can shorten these periods, but only if every shareholder entitled to attend agrees.
Quorum
An AGM without people is meaningless. That’s why the law requires a quorum. Unless the constitution says otherwise, that means two members present personally. Without quorum, nothing decided is valid. Simple as that.
Proxies
Not every shareholder can attend. That’s fine—proxies are allowed. A proxy doesn’t need to be a shareholder. And one shareholder can appoint up to two proxies.
The notice of meeting must state this right clearly, and proxy forms should be sent along. This way, even absent shareholders can still have a say.
Extensions and Penalties
What if the company misses its AGM deadline? Well, that’s when penalties start piling up.
- $500 per breach if the company fails to hold an AGM.
- $300 for annual returns filed within 3 months late.
- $600 for returns filed more than 3 months late.
And this is just the start. Directors can face prosecution, disqualification, or even be barred from acting as directors again.
There is, however, an escape hatch. If financial statements aren’t ready, a company can apply for an extension of up to 2 months. The request is filed through ACRA by the company secretary. But here’s the catch—extensions are not guaranteed, so relying on them regularly is risky.
Final Thoughts
AGMs may seem like red tape to some, but they’re not. They sit at the heart of corporate governance in Singapore. They allow shareholders to challenge management, make decisions, and keep companies accountable.
The 2018 changes made life easier for private companies, no doubt. But the law is careful—shareholders retain the right to pull the company back into an AGM if needed.
The balance is deliberate: flexibility on one side, strict penalties on the other. For directors, the lesson is clear. Don’t treat AGMs as a chore or push them to the last minute. Think of them as part of the trust cycle—statements, disclosures, and accountability all wrapped into one. Miss it, and the cost can be heavy. Do it on time, and it’s just another step in running a compliant, trusted business.
