Dispensing with AGMs
Under S175A(1) of CA, a private company need not hold AGMs if all the members pass a resolution to dispense with the holding of annual general meetings.
Companies may pass written resolutions for matters that would have been tabled at an AGM. The written resolutions may be circulated via hardcopies or other legible form (such as e-mails) as agreed upon by the company and the members.
However, any member may request for the AGM to be held in that year by giving the company at least 14 days written notice or by transmission of electronic communication before the last day of the 6th month after the financial year end (“FYE”) of the company as stated under S175A(4) and S175A(5) of the CA. Such notice given by the member to request for an AGM to be held takes precedence over S175(8) of the CA which allows a company not to hold an AGM if less than 3 months remain to the last day of the 6th month after the FYE.
According to S175(8) of the CA, if the written resolution to dispense with the holding of an AGM ceases to be in force but less than 3 months remain to the date on which they company is required under S175 to hold an AGM (i.e. less than 3 months to the end of the 6th month after FYE), the company need not hold the AGM in that year.
If the company is converted from a private to a public company, any resolutions passed to dispense with the holding of AGM shall cease to be in force according to S175A(7) of the CA.