The following legislative changes to the Companies Act, Chapter 50 (“Act”) take effect on 31 August 2018 for companies with financial year end (FYE) ending on or after 31 August 2018.
AGMs and ARs timelines
The timelines for holding AGMs and the filing of ARs have now been aligned with the Company’s FYE.
Restrictions on changing FYE
Safeguards are put in place to prevent companies from arbitrarily changing their FYE.
Under the old Act, private companies do not need to hold AGM if all members have approved a resolution via EGM to dispense with the holding of AGMs. Under the new Act, private companies can continue to dispense with the holding of AGMs.
In addition, private companies are now exempted from holding AGMs if they send their financial statements to members within 5 months after the FYE. Private dormant relevant companies* are also exempted from holding AGMs.
The above exemptions are subject to the following safeguards:
(a) A member who wishes to request that an AGM be held must notify the company to hold an AGM not later than 14 days before the end of the 6th month after FYE;
(b) Directors must hold an AGM within 6 months after FYE if they have been notified by any one member of the company to do so. AGM extension is allowed if the Directors need more time to do so; and
(c) Private companies must hold a general meeting to lay their financial statements if any member or auditors requests for it not later than 14 days after the financial statements are sent out. The Directors must hold a general meeting to lay the financial statements within 14 days after the date of the request.
If an AGM is held due to member request after the AR has been filed, companies are required to notify the AGM date to the Registrar within 14 days.
Simplified process for AR filing for Solvent Exempt Private Companies (“EPCs”) and Private Dormant Relevant Companies
Solvent EPCs and private dormant relevant companies are eligible to file a simplified AR where ACRA will pre-fill most of the information in the AR form if:
(a) their FYE is falling on or after 31 August 2018;
(b) they have declared themselves as solvent EPC or private dormant relevant company in their last AR filed;
(c) they are not preparing audited financial statements; and
(d) they are not required to file financial statements with ACRA.
For more information, please contact:
Corporate Secretarial Bookkeeping Pte Ltd