When do companies need to hold annual general meetings (AGMs) and file their annual returns?

Companies must hold their AGMs and file their annual returns under the Companies Act.

For new companies, the first AGM must be held within 18 months from the company’s date of incorporation. It must hold subsequent AGMs in every calendar year, and not more than 15 months from the last AGM.

The annual return consists of a summary of return and a main return. The matters to be set out include information on the share capital and particulars of the directors, managers, secretaries and auditor of the company.

The Companies Act requires a company to lay before its AGM a profit-and-loss account for the period since the last account or, in the case of the first account, since the incorporation.

 For a non-listed company, the account must be laid not more than 6 months before the date of the AGM. For a public-listed company, it is 4 months.

This is part of the legislative principle of corporate disclosure, accountability and transparency that is imposed on a company which commonly enjoys limited liability. Members of the public, including creditors and other interested parties, will have regular access to shareholder, director and other financial information of the company.

The law requires that a company must have up to date accounts. Therefore, extension will generally not be granted for more than 3 months.

Public companies must file their accounts as part of their annual returns to the Accounting and Corporate Regulatory Authority (Acra).

An exempt private company (EPC) is required to file its annual return via BizFile, Acra's online filing and information retrieval system. An EPC earns annual revenue of up to $5 million or less.

A private company or non-EPC, either active or dormant, is required to file its accounts with its annual return.

Separately, the filing of Income Tax Return (Form C), accounts and tax computation with the Inland Revenue Authority of Singapore is also required annually.

For more information, go to the Institute of Certified Public Accountants of Singapore's website at www.icpas.org.sg or visit www.icpasresearch.org.sg for more online resources.

(CPA Clinic is joint initiative between ICPAS and The Straits Times. It features a monthly column in the Money section dispensing tips and advise relating to small medium enterprises. This article first published in The Straits Times on 9 December 2009.)