Exemptions from holding AGMs

S175A of the Companies Act (CA) sets out the criteria where private companies need not hold an AGM:

  1. If all members have approved a resolution to dispense with the holding of AGMs;
  2. If the company sends their financial statements to their members within five months after the FYE; or
  3. If the company is a private dormant relevant company that is exempted from preparing financial statements under S201(A)(1).

The exemption to hold an AGM is subject to the following conditions:

  1. A member who wishes to request that an AGM be held must notify the company no later than 14 days before the end of the sixth month after the FYE.
  2. Directors must hold an AGM within 6 months after the FYE if notified by any member of the company to do so. The company may seek the Registrar’s approval for an extension of time to hold AGM by the deadline if it is needed.
  3. Private companies must hold a general meeting to lay financial statements if any member or auditor requests for the meeting no later than 14 days after the financial statements are sent out. Directors must hold an AGM to pay the financial statements within 14 days after the date of request.

Private dormant relevant company*, which is exempt from preparing financial statements, does not need to hold AGMs, subject to the above conditions.

*A private dormant relevant company is a private company which is dormant, not listed (or not a subsidiary of a listed company); and has total assets less than or equal to $500,000 (consolidated value if it is an ultimate parent).

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