A new company secretary should not assume financial statements were sent to shareholders merely because a copy exists in the handover folder. Obtain the actual circulation evidence and review the annual filing position.
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A signed statement, an internal email and delivery to all relevant members establish different facts.
Identify the document and recipient list
Confirm the final authorised financial statements, reporting period and relevant members. Compare the actual recipients with the company’s records.
Separate an early management-account draft from the financial statements used for the statutory process. Do not substitute one for the other.
Example: the email went only to the founders
The outgoing provider supplies a message addressed to two founders, but another investor is also a member. Investigate what was sent to that person and when. A broad statement that “shareholders were informed” may conceal an incomplete distribution.
Review why the dates matter
ACRA’s AGM guidance includes a private-company exemption linked to sending financial statements to all members within five months after FYE. Assess the actual evidence and any other applicable basis rather than assuming the exemption.
Member requests and other safeguards should be assessed separately. An exemption from holding an AGM does not remove the annual return obligation.
Build the handover evidence index
- Final statement version and authorisation.
- Member list used for circulation.
- Actual dispatch and receipt evidence available.
- Returned messages and follow-up actions.
- Member or auditor requests received.
- Previous annual filing declarations.
Ask the outgoing provider for the missing records. Preserve originals and document the limits of what can be established.
Resolve the current filing position accurately
Give directors a factual account and obtain advice on the applicable requirements or corrective steps. Do not manufacture a delivery email or backdate a receipt to fit the deadline.
For the next period, agree a controlled circulation process with an accurate recipient list and retained evidence. The objective is a record that another adviser can verify later.
Does a PDF in the folder prove circulation?
No. Establish which version was sent, to whom and when.
Can the annual filing use an unsupported exemption declaration?
Review the legal basis and actual evidence before making the declaration.
Related compliance resources
See our constitution guide, resolution accuracy checklist and company records reconciliation guide.
Get help with your company calendar
Email [email protected] or WhatsApp +65 8501 7133 for corporate secretarial and accounting support. Our tax advisers can assist with tax filing questions, and legal advisers from associated law firms can assist where a compliance issue raises legal concerns.