What Is an Annual General Meeting (“AGM”)?
An AGM is a yearly gathering of a company’s shareholders. At an AGM, the directors present the company’s financial statements (accounts) to shareholders.
When Do I Need to Hold My Company’s AGM?
A listed company must hold an AGM within four months after its financial year end, and file its annual return within five months after its financial year end.
An unlisted company must hold an AGM within six months after its financial year end, and file its annual return within seven months after its financial year end.
Exemptions From Holding an AGM
An AGM is mandatory unless one of the following conditions applies:
- The company is AGM-exempt because financial statements have been sent to members within five months after the financial year end, and no member has requested that an AGM be held.
- The company is AGM-exempt as a private dormant relevant company that isn’t required to prepare financial statements, and no member has requested that an AGM be held.
- A resolution to dispense with holding an AGM was passed by all members.
Can I Ask for an Extension to Hold My AGM?
If there’s a need to delay holding the AGM or filing the annual return, an Extension of Time (“EOT”) application can be made by a company officer (such as the company secretary or a director), or by a professional firm on the company’s behalf, for an extension of up to 60 days.
The EOT application fee is $200, and the application must be made before the AGM or annual return deadline — it cannot be filed after the deadline has already passed.
Penalties for Not Holding an AGM
Directors who fail to comply with AGM requirements can be prosecuted in court. Consequences can include disqualification or debarment from acting as a director. In addition, ACRA can impose composition fines on companies that fail to hold their required AGMs.
Separately, a late lodgement fee applies to each annual return that is filed late.
See ACRA’s guidance on offences and penalties for not holding an AGM for more information.