Corporate Compliance

Does Your Company Need to Hold an AGM? A Simple Guide for First-Time Owners

Running a business in Singapore means keeping up with various regulatory requirements and one question that confuses many first-time company directors is whether companies need to hold an Annual General Meeting. The AGM requirement Singapore can seem unclear especially when business owners are focused on growth rather than paperwork.

This guide breaks down exactly which companies must hold an annual general meeting in Singapore and which ones can skip it while staying compliant with ACRA.

ATHR Content Team
May 22, 2025

What is an AGM and Why Does It Matter?

An Annual General Meeting is a yearly gathering where company shareholders discuss business matters, approve financial statements and make key decisions about the company's direction. Under Singapore's Companies Act every company must either hold an AGM or qualify for an exemption but you can't just ignore this requirement.

The annual general meeting in Singapore serves several purposes. It provides transparency for shareholders, ensures proper governance and gives everyone a chance to review the company's performance over the past year. Even if someone is the only shareholder in a private limited company Singapore, the law still has specific rules that must be followed.

Which Companies Must Hold an AGM?

Not all companies face the same AGM requirement in Singapore. The rules depend on your company type and structure.

Public Companies

All public companies must hold an AGM every year. There are no exceptions for public companies regardless of their size or activity level. This requirement exists because public companies have shareholders who aren't involved in day-to-day operations and need a formal way to stay informed about the business.

Private Limited Companies

Private limited company Singapore rules are more flexible. Most private companies can qualify for AGM exemption if they meet certain conditions. The law recognizes that smaller private companies often have shareholders who are actively involved in running the business making formal meetings less necessary.

Small Company Criteria

Singapore law defines small companies as those meeting at least two of these criteria:

  • Annual revenue of $10 million or less
  • Total assets of $10 million or less
  • 50 or fewer employees

Small companies that meet additional requirements can often skip the AGM requirement in Singapore while still maintaining ACRA compliance.

AGM Exemption Conditions

Your company might qualify for AGM exemption if it meets specific criteria. Understanding these conditions can save companies time and administrative burden.

Qualifying Criteria for Exemption

To be exempted from the annual general meeting requirement Singapore companies must:

  • Be a private company
  • Have all shareholders agree in writing to dispense with the AGM
  • Not be a subsidiary company
  • Have no corporate shareholders (only individual shareholders)

The exemption isn't automatic; you need to document that all shareholders have agreed to skip the meeting. This agreement should be kept in your company records as proof of compliance.

Silent vs Dormant Companies

Silent companies (those with minimal activity) and dormant companies (those with no significant accounting transactions) may still need to consider AGM requirements. Being inactive doesn't automatically exempt you from holding an annual general meeting in Singapore unless you meet the other exemption criteria.

Impact on Filing Deadlines

Getting an AGM exemption doesn't change filing deadlines with ACRA. Companies still need to submit annual returns and financial statements on time. The exemption only removes the requirement to hold a formal meeting, not other ACRA compliance obligations.

Filing Obligations Even Without an AGM

Even if your company qualifies for AGM exemption you still have filing requirements that can't be skipped.

Financial Statements

Every company must prepare financial statements regardless of whether they hold an annual general meeting Singapore. These statements need to be:

  • Prepared according to Singapore Financial Reporting Standards
  • Reviewed by directors
  • Filed with ACRA within the required timeframe

Small companies may qualify for simplified reporting requirements but they still need to file something.

Annual Returns Submission

Your annual returns must be filed through BizFile+ even without an AGM. This filing includes:

  • Updated company information
  • Details about directors and shareholders
  • Share capital information
  • Registered office address

The annual returns deadline doesn't change based on AGM exemption status. Missing this deadline results in penalties regardless of whether you held a meeting.

What Happens If You Skip an AGM?

Ignoring the AGM requirement in Singapore without proper exemption can lead to serious consequences.

Late Filing Penalties

ACRA imposes penalties for late filing of annual returns and financial statements. These penalties start small but increase over time. For a private limited company Singapore the initial penalty might be $300 but it can grow to over $1,200 if you continue to delay.

Director Liability

Company directors can face personal liability for failing to meet AGM requirements. This includes:

  • Personal fines
  • Potential disqualification from serving as a director
  • Legal liability for non-compliance

Directors have a duty to ensure ACRA compliance whether or not the company holds an annual general meeting in Singapore.

Tips for AGM Preparation

If your company needs to hold an AGM, here's how to prepare effectively.

Key Documents and Agenda

Your AGM should include:

  • Review of financial statements
  • Director's report
  • Appointment or reappointment of auditors
  • Any special resolutions
  • Discussion of dividends if applicable

Having these documents ready before the meeting helps ensure you cover all required topics and maintain proper records.

Role of the Corporate Secretary

A corporate secretary plays a crucial role in AGM preparation. They:

  • Send proper notice to all shareholders
  • Prepare meeting documents
  • Record meeting minutes
  • Ensure all legal requirements are met

Many companies work with professional corporate secretaries to handle these responsibilities and maintain ACRA compliance.

Staying Compliant Without the Hassle

Whether your company needs to hold an annual general meeting in Singapore or qualifies for AGM exemption, staying compliant requires attention to detail and proper record keeping. The AGM requirement in Singapore isn't just about holding a meeting, it's about maintaining transparency and meeting your legal obligations.

For many first-time company directors the complexity of ACRA compliance can feel overwhelming. You need to track deadlines, prepare documents and ensure everything is filed correctly. Making mistakes can be costly both financially and legally.

At ATHR Corporate Services we help business owners manage all their compliance needs from routine filing to AGM preparation and corporate secretary services. Our digital approach and experienced team make it easy to stay on top of deadlines without having to become a regulatory expert yourself.

As a leading corporate service provider in Singapore with over 40 years of experience in the industry, our team offers comprehensive incorporation, accounting, payroll management, corporate advisory and secretarial services to help your business navigate regulatory requirements and maximise available incentives. Reach out to our team today for help that's built for growing Singapore businesses.

ATHR Content Team

The ATHR Content Team is a group of professional writers from Singapore and the Philippines, committed to delivering informative, practical, and engaging content for business owners across Southeast Asia.

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