Introduction
The requirement to hold annual general meetings (AGMs) is an important aspect of corporate governance in Singapore. Many companies ask: when and how can a company dispense with holding AGMs under Singapore law? This article, When and How to Dispense with Holding AGMs Under Singapore Law, explains the general principles, who can rely on the option to dispense with AGMs and the practical steps to take.
Understanding whether your company may dispense with AGMs helps you manage annual compliance, financial statements and filings through the ACRA BizFile+ portal and IRAS myTax Portal. Where relevant, Raffles Corporate Services can support filings, compliance, accounting, tax and payroll requirements.
Who this applies to
This guidance is primarily for private companies incorporated in Singapore and their directors, company secretaries and shareholders. It is also relevant for sole shareholder companies (single-member companies) and wholly owned subsidiaries that commonly choose to transact business by written resolution instead of a formal AGM.
Key rules and requirements in Singapore
Under the Companies Act and prevailing corporate practice, companies are expected to hold an AGM each year to present audited or unaudited Financial Statements, approve dividends, appoint or reappoint directors and auditors, and transact other statutory business. However, private companies may, in many cases, dispense with AGMs by following recognised procedures.
- Eligibility: Dispensing with an AGM is generally available only to private companies. Public companies and companies limited by guarantee typically must hold AGMs unless specific relief is given by regulators or by the company’s constitution.
- Member agreement: All members entitled to vote must agree to transact the business normally conducted at an AGM by written resolution. Unanimity among voting members is usually required to fully dispense with an AGM.
- Matters to cover: The written resolution should address matters ordinarily dealt with at the AGM—approval of Financial Statements, appointment/reappointment of directors, appointment or reappointment or waiver of auditor appointment (where permitted), and declaration of dividends if applicable.
- Company constitution: A company’s constitution may set out additional or different requirements for meetings. Check the constitution first; if it imposes stricter rules, those rules prevail.
- Registers and records: Directors and the company secretary must ensure that statutory registers and minutes are updated and that records of written resolutions are retained in accordance with the Companies Act.
- ACRA filings: Dispensing with an AGM does not remove the company’s obligation to file annual returns and other required filings with ACRA via BizFile+. The timing and method for filing may depend on whether an AGM has been held or dispensed with—check ACRA guidance.
- Auditor matters: If the company is required to appoint an auditor, the written resolution process should address appointment or reappointment. Small companies that meet the auditor exemption criteria must ensure they satisfy the conditions and maintain documentation to support any exemption claim.
Step-by-step process
The following is a practical checklist for private companies seeking to dispense with an AGM in Singapore.
- Review the constitution and Companies Act requirements to confirm eligibility to dispense with an AGM.
- Identify all matters that would normally be dealt with at the AGM (Financial Statements, director appointments, auditor matters, dividends) and prepare the relevant documentation.
- Circulate a written resolution to all members entitled to vote, clearly detailing the matters for approval. Ensure the resolution complies with any notice or signing formalities in the constitution.
- Obtain unanimous written consent from all voting members. If any member withholds consent, an AGM will typically still be required unless other arrangements are made (for example, calling an EGM).
- Ensure directors sign and approve directors’ resolutions and statutory declarations as required (for example, approving Financial Statements and confirming solvency where relevant).
- Update statutory registers and minute books with records of the written resolutions and related documents.
- Make any required ACRA filings via BizFile+ (annual return, changes to directors, auditor notifications) and complete tax compliance via IRAS myTax Portal. Maintain proof of filings and dates.
- Keep copies of all resolutions and supporting documents for statutory retention periods. If claiming auditor exemption, retain documents demonstrating eligibility.
Common mistakes to avoid
- Assuming all companies may dispense with AGMs—public companies and certain classes of companies cannot.
- Failing to check the company constitution, which may require an AGM regardless of member agreement.
- Not obtaining unanimous agreement of voting members when unanimity is required.
- Neglecting to document decisions properly—poor record-keeping exposes the company to compliance risk and challenges during audits or inspections.
- Overlooking related filings with ACRA and IRAS after dispensing with an AGM.
- Failing to address auditor appointment or exemption clearly in the written resolution.
Practical examples
Example 1 — Single shareholder company: A company with one shareholder may dispense with an AGM and pass written resolutions signed by that shareholder covering all AGM matters. The company should record the resolutions in the minute book and complete any necessary ACRA notifications.
Example 2 — Two shareholders in agreement: Two shareholders jointly decide to approve the Financial Statements and reappoint the directors by written resolution. If both shareholders are the only voting members and both sign, the company may dispense with a physical AGM, subject to the constitution.
Example 3 — Dispute among members: If one member objects to dispensing with an AGM, the company should convene an AGM or an extraordinary general meeting to resolve outstanding matters. Written resolutions will not be effective where unanimous consent is required but not obtained.
How a corporate secretary can help
A corporate secretary plays a central role in advising on whether a company may dispense with its AGM and in executing the process correctly. Services typically include:
- Reviewing the company constitution and Companies Act requirements;
- Drafting and circulating written resolutions and directors’ resolutions;
- Maintaining statutory registers, minute books and records of resolutions;
- Lodging required filings on ACRA BizFile+ and coordinating IRAS and auditor matters;
- Advising on auditor exemption eligibility and record-keeping obligations.
Raffles Corporate Services can assist discreetly with filings, documentation and compliance support to ensure your company follows the correct procedures.
Frequently Asked Questions
Can a public company dispense with holding an AGM?
Public companies generally cannot dispense with AGMs. The rules for public companies are stricter under the Companies Act and the company’s constitution. Check the Companies Act and seek professional advice if in doubt.
Is unanimous shareholder consent always required?
For many private companies, unanimous consent of all voting members is required to transact AGM business by written resolution. However, the company constitution may specify different requirements—always check the constitution and applicable law.
Does dispensing with an AGM remove other filing obligations?
No. Dispensing with an AGM does not remove the obligation to file annual returns and other statutory documents with ACRA. Companies must maintain proper records and comply with IRAS tax filing obligations.
Can we hold a virtual AGM instead of dispensing with an AGM?
Virtual or hybrid AGMs are commonly used where permitted. Companies should follow ACRA guidance and the company constitution on remote participation and voting. Where a virtual AGM is held, ensure notice and voting rules are complied with.
Key takeaways
- Dispensing with AGMs is primarily an option for private companies and requires correct procedure and documentation.
- Always check your company constitution and the Companies Act before deciding to dispense with an AGM.
- Obtain the required member consents in writing and document all decisions in minutes and statutory records.
- Dispensing with an AGM does not remove obligations to file annual returns or fulfil auditor and tax requirements with ACRA and IRAS.
- A corporate secretary can help draft resolutions, maintain records and ensure ACRA BizFile+ and IRAS myTax Portal filings are completed correctly.
If you would like to find out more about how Raffles Corporate Services can assist with your company’s compliance and corporate secretarial requirements, please get in touch with the team at [email protected].
Yours sincerely,
The editorial team at Raffles Corporate Services
Requirements may change, so always check the latest guidance from ACRA, IRAS or MOM, or consult a professional adviser.
Disclaimer: This does not constitute legal advice. If you require legal advice, please contact a lawyer.