• Hong Kong
  • UK
  1. Osome Blog Singapore
  2. How not to Hold Annual General Meetings

How not to Hold Annual General Meetings

Annual General Meetings are important. Firstly, they are compulsory. Secondly, vital subjects are discussed there: during AGMs, shareholders approve financial statements. Without the shareholders’ approval, your business can’t meet the filing requirements.

The good news is, you don't have to hold offline AGMs if you don't want to. The shareholders can sign all the docs remotely. In this article, we'll break down how to switch to this simpler AGM format.

By the way company secretaries in Singapore can sign everything remotely too. Check out Osome secretarial services!

What they do at these meetings

During annual general meetings, the company informs its shareholders about the current financial situation: the officers present financial statements and the shareholders issue a resolution of approval.

At AGMs, shareholders also adopt resolutions on other matters: on dividend declaration, on re-election of directors and on directors’ fees.

You don’t have to hold AGMs

Only public companies must hold AGMs. Private limited companies can decide whether they want them or not.

If you don’t feel like organizing AGMs, your company members need to pass a resolution to dispense with them. Just ask your corporate secretary to compile the paper. All the shareholders must endorse the document for it to come into force.

Having dispensed with AGMs, you will still need to pass written resolutions on matters that you would otherwise discuss at AGMs. Financial statements are the principal subject. Written resolutions may circulate on paper or as e-mails.

The resolution putting an end to AGMs may cease to be in force – members can adopt a new resolution to revoke the dispensation. In this case, an AGM must be held if at least 3 months remain to its due date.

If you decide not to hold AGMs, your shareholders will still have to pass resolutions — but they will be able to do it remotely.

Financial year end, AGMs, and Annual Returns

Why the FYE is important here. The financial year end (FYE) is the end of the company’s accounting period. It recurs every 12 months. The FYE sets the deadlines for filings connected to AGMs. Even if you dispense with AGMs, you have to prepare the documents for these Annual Returns. Have no worries, it’s the company secretary’s job, not yours.

Financial Statements. Every company exempt from AGMs must send the financial statements to its shareholders within 5 months after the FYE. Then, depending on your company type, you either submit the FS to ACRA together with the Annual Return or not.

If you have less than 20 shareholders and none of them is a corporation, you are exempt from sending your financial statements to ACRA. In contrast, businesses partially owned by other businesses must submit financial statements. Insolvent companies are obliged to do it, too.

Annual Return is a set of documents that indicate your company’s financial health and status. The AR is to be filed only after the shareholders signed the resolution approving the financial statements. ACRA expects your AR lodged within 7 months after the FYE.

So, here’s the course of action for a Solvent Exempt Private Limited Company:

  1. Your company issues a resolution to dispense with AGMs.
  2. All the members adopt it and you forget about the meetings.
  3. After each FYE your corporate secretary e-mails a resolution on the financial statements to all the shareholders, they sign.
  4. Your secretary files the ARs with ACRA.

That’s it!

5 months
after the FYE to send out
the Financial Statements

7 months
after the FYE to file
the Annual Return

Rare cases when you must hold AGMs anyway

There are two situations when you have to call a full-fledged annual general meeting despite the dispensing resolution being in force:

  1. If a member requests an AGM within 14 days before the last day of the 6th month after the Financial Year End (FYE).
If a member requests an AGM within 14 days before the last day of the 6th month after the Financial Year End (FYE)
  1. If a member or an auditor requests an AGM within 14 days after the company sent out the financial statements.
If a member or an auditor requests an AGM within 14 days after the company sent out the financial statements

In these two cases, a company is obliged to hold an offline AGM within 6 months after the FYE. The company may apply for an extension of time to hold an AGM. The maximum extension is 2 months.

Deadlines to uphold if you want AGMs

If you decide to hold AGMs, you must follow the deadlines. AGMs must be held no later than 6 months after FYE and ARs must be submitted within 7 months after the FYE.

6 months
after the FYE to hold
the Annual General Meeting

7 months
after the FYE to file
the Annual Return

How to call an AGM

Notice. A company must inform all the board members, shareholders, and officers of the company about the upcoming meeting. It’s the responsibility of the corporate secretary to draft and send the notices. These documents must contain date, place, and time of the meeting, subjects that the company has to discuss, special resolutions on the agenda, and voting thresholds required for approval. The document must also specify whether the recipients can appoint proxies.

How to send notices. The mode of delivery must be specified in the company’s constitution. You can choose emails as the preferred mode.


  1. AGMs let the shareholders participate in the life of their companies. Resolutions essential for companies’ accountability are passed during these meetings.

  2. Private limited companies can dismiss classic offline AGMs but they must still pass resolutions. It can be done via e-mail. Upon special requests from shareholders and auditors, a company must hold an AGM nonetheless.

  3. Even if a company dismissed AGMs, it has to lodge its Annual Returns. It can be done only after its shareholders signed a resolution on financial statements. ARs should then be submitted within 7 months after the FYE.

  4. If you decide to hold AGMs, you must follow the deadlines. AGMs must be held no later than 6 months after FYE and ARs must be submitted within a month after the meeting.

Next steps

If you are looking for a competent corporate secretary, contact us. Our officers have over 10 years of experience and respond fast 24/7 in a secure chat.

Share this post:

Tips to run your business smarter.
Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

You might like it


Which Is The Better Payment Gateway: Paypal or Stripe?

As an e-commerce business owner, you would have heard of payment gateways PayPal and Stripe. With these two big platforms being the most popular online payment gateways, you may face a dilemma when it comes to deciding which payment gateway to use.


Tips For Amazon Sellers To Manage Your Inventory Better

Brand owners and sellers of all scales struggle to seek a well-balanced supply chain. Additionally, Amazon has its own inventory management rules, which makes everything even tougher.


Top 10 Best E-commerce Hosting Services in 2021

When you are setting up your e-commerce shop, the right hosting provider can make all the difference. However, with a variety of options out there, choosing the best one can be confusing.


What You Need To Include In An Invoice for E-commerce

For business owners who own and run an online store, you probably already know that invoices must be sent to your customers for the services you provide or the goods you sell, as a form of purchase proof.


Guide to E-commerce Fulfillment & Shipping for Singapore E-commerce Sellers

E-commerce fulfilment and shipping for your Singapore-based business matters. This guide unpacks how the right strategy can influence your bottom line and help you find what’ll work best for you - whether it’s in-house fulfilment, dropshipping or a solid partnership with a 3PL.


E-commerce Tips: How To Use Packaging Inserts to Increase Revenue

Improving customer retention is one of the effective ways to create brand awareness. Additionally, placing your focus on existing customers also means that you do not have to splurge extra dollars on marketing.

Entrepreneur's Bootcamp

The Cost of Living as a Foreign Business Owner in Singapore

When choosing Singapore as a base to run your business is the cost of living, you need to consider the cost of living.


5 Most Lucrative E-Commerce Niches In 2021

If you’re just starting or looking to go in a new direction, finding a lucrative niche will make every part of running your e-commerce business easier. This article will look at the trending e-commerce niches to consider.

Entrepreneur's Bootcamp

How To Pick the Right Company Name

Choosing a business name is not that simple, and you may wreck your brains over choosing one, only to find out that ACRA did not approve its registration.

Running My Business

Should You Consider Using Cryptocurrency in Your Business Operations?

There are more than 4,000 cryptocurrencies that exist. Before you jump on the bandwagon, assess whether cryptocurrencies are suitable to be used in your business.


7 Ways To Accept Payments For Your Online Store

Many payment options allow you to accept credit cards and other payment types. How do you choose which method to include on your website?


Customer Retention: How To Keep Customers Coming Back Repeatedly

Every business likes new customers, especially when the customer uses their services again and again. Existing customers help in creating a solid foundation of your business that provides a steady revenue stream that costs less than acquiring new customers.

Tips to run your business smarter. Delivered to you monthly.

You'll receive a verification email you'll have to open and confirm the subscription.

We’re using cookies! What does it mean?