Quick answer
Often, no. A Singapore private company doesn’t have to hold an AGM if it (a) sends its financial statements to all members within 5 months of its financial year end, (b) has passed a unanimous resolution to dispense with AGMs, or (c) is a qualifying dormant company.[1] Every other company must hold its AGM within 6 months of year end (4 months if listed).[1][4]
But skipping the AGM does not mean skipping the paperwork. You still sign documents every year, just a different set, and you must still file your annual return with ACRA.[1]
Since the Companies Act amendments that took effect from 2018, many private company owners have heard that “you don’t need an AGM anymore”. That’s partly true. The exemptions are real, but each one comes with conditions, and every one of them leaves you with documents to sign and deadlines to meet. This guide explains how the rules work, based on the Companies Act and ACRA’s published guidance.
The default rule: every company holds an AGM
Under Section 175 of the Companies Act, a company must hold an annual general meeting after the end of each financial year:[1]
- Listed public companies: within 4 months after the financial year end (FYE).
- All other companies, including private companies: within 6 months after FYE.
At the AGM, the directors lay the financial statements before the shareholders.[3] If a required AGM isn’t held, the company and every officer in default can be fined up to S$5,000, plus a default penalty.[1]
Section 175A then sets out when a private company doesn’t need to hold one.
The three ways a private company can skip its AGM
| Route | Who qualifies | What you still must do | Can a shareholder still demand an AGM? |
|---|---|---|---|
| A. Send the financial statements on time s175A(1)(b) | Any private company that sends its financial statements to all members within 5 months after FYE. The exemption is automatic, and no resolution is needed.[1][2] | Prepare the financial statements and send them to members within the 5-month window. | Yes. Any member or the auditor can require a general meeting within 14 days after the financial statements are sent. The directors must then convene it within 14 days.[3] |
| B. Dispense with AGMs by resolution s175A(1)(a) | A private company whose members have passed a resolution to dispense with AGMs. It applies to that year and all later years until revoked.[1] | Still send the financial statements to members within 5 months after FYE.[3] | Yes. Any single member can require an AGM by notice at least 14 days before the 6-month deadline. A member or the auditor can also require a meeting within 14 days after the financial statements are sent.[1][3] |
| C. Dormant company s175A(1)(c) | A private, non-listed dormant company with total assets of S$500,000 or less that is exempt from preparing financial statements.[2][3] | Directors lodge a dormancy statement together with the annual return.[3] | Special rules apply (see our upcoming guide to dormant companies). |
Only a private company can use these routes. A public company must hold its AGM. If a company that had dispensed with AGMs converts to a public company, its resolution stops having effect.[1]
“No AGM” doesn’t mean “nothing to sign”
This is the most common misunderstanding we see. Dispensing with your AGM removes the meeting, not the paperwork. The Companies Act says so directly: if a company doesn’t need to hold an AGM, anything the Act requires to be done at an AGM is instead done by written resolution.[1]
So every year you still sign a set of documents. It’s simply a different set:
| Step | If you hold an AGM | If you don’t hold an AGM |
|---|---|---|
| Approve the financial statements | Directors’ resolution approving the financial statements | Directors’ resolution approving the financial statements (same) |
| Directors’ statement | Directors’ statement signed on behalf of the directors, accompanying the financial statements[3] | Directors’ statement signed by all directors to dispense with the AGM |
| Getting the accounts to shareholders | Notice of AGM sent with the financial statements at least 14 days before the meeting, or all members sign their consent to shorter notice[3] | Financial statements sent to all members within 5 months after FYE[3]. Proof of sending and receipt must be provided. |
| Shareholders’ approvals | Voted on at the meeting and recorded in signed minutes of the AGM | Shareholders’ written resolution covering the business that would otherwise have been done at the AGM[1][3] |
| Annual return | Filed with ACRA, declaring the AGM details[2] | Filed with ACRA, declaring that the company was exempt or had dispensed with its AGM[2] |
Dispensing with your AGM? It actually takes just as much paperwork, if not more.
The resolution to dispense with AGMs cannot be passed as a written resolution. It must be passed at a general meeting, and every member present and entitled to vote must vote in favour.[1][3] So a company that wants to stop holding AGMs first has to hold a meeting to pass that resolution.
Which route applies to my company?
- If your company is not a private company, you must hold an AGM.
- If your company has been dormant for the financial year, the directors must sign a document declaring dormancy, and file the annual returns as such.
- Have all members already passed a resolution to dispense with AGMs? If yes, send the financial statements within 5 months of the company’s financial year-end.
- None of the above? Hold your AGM within 6 months of FYE.
Whichever route applies, if a member validly demands an AGM, the company must hold one.[1][3]
Worked example: key dates for a 31 December year end
Hypothetical example for illustration: a non-listed private company without an overseas branch register, financial year ended 31 December 2025.
Day 0
31 Dec 2025
Financial year ends. The clock starts for every deadline below.
FYE + 5 months
31 May 2026 DEADLINE
Last day to send the financial statements to all members if you are not holding an AGM (routes A & B).[3]
14 days before the AGM deadline
16 Jun 2026
Last day for any shareholder to demand an AGM under s175A(4). If one does, the company must hold the AGM by 30 June.[1]
FYE + 6 months
30 Jun 2026 DEADLINE
AGM must be held by this date if the company isn’t exempt, or if a shareholder demanded one.[1]
FYE + 7 months
31 Jul 2026 DEADLINE
Annual return due to ACRA. This applies whether or not an AGM was held.[5]
Hard deadline Key date Shareholder’s window
What happens if you get it wrong
| Breach | Consequence |
|---|---|
| Not holding an AGM when one is required | Fine up to S$5,000 plus a default penalty.[1] ACRA may offer a composition sum (minimum S$500 per breach), and directors can be prosecuted, disqualified or debarred.[6] |
| Not sending financial statements to members | Fine up to S$5,000 plus a default penalty, for the company and each officer in default[3] |
| Directors not convening a meeting a member validly demanded | Fine up to S$5,000 for each director in default[3] |
| Filing the annual return late | Late lodgement penalty of S$300 (up to 3 months late) or S$600 (more than 3 months late). Court fines can reach S$10,000 per charge, and directors with 3 or more filing offences within 5 years face a 5-year disqualification.[7] |
Common mistakes we see
- Missing the 5-month window. If the financial statements aren’t sent within 5 months of FYE, route A falls away and the company is back to needing an AGM by the 6-month mark.
- Thinking “dispensed” means “done”. Route B removes the meeting, but the financial statements, the written resolutions and the annual return are all still required.
- Forgetting that one shareholder can override the exemption. Any single member can demand an AGM. No minimum shareholding is required.[1]
- Trying to dispense with AGMs by written resolution. The law doesn’t allow this. That resolution must be passed at a meeting.[3]
Frequently asked questions
Do private companies in Singapore need to hold an AGM?
Not always. A private company is exempt if it sends its financial statements to all members within 5 months of its financial year end, if its members have unanimously resolved to dispense with AGMs, or if it is a qualifying dormant company. Otherwise it must hold an AGM within 6 months of year end.[1][2]
We’ve dispensed with our AGM, so why do we still need to sign documents?
Because the law moves the AGM business onto paper instead of removing it. The directors still approve and sign off the financial statements, the shareholders pass a written resolution in place of the meeting, and the annual return must still be filed with ACRA.[1]
Can one shareholder force the company to hold an AGM?
Yes. Any member can give notice requiring an AGM at least 14 days before the 6-month deadline. Any member or the auditor can also require a meeting within 14 days after the financial statements are sent.[1][3]
Do I have to tell ACRA that my company didn’t hold an AGM?
Yes. You declare your AGM details when you file the annual return, whether you held an AGM, were exempt, or had dispensed with it.[2]
When is the annual return due if we don’t hold an AGM?
For a non-listed company, within 7 months after the financial year end (8 months if it has a share capital and keeps a branch register outside Singapore). The deadline is the same whether or not you hold an AGM.[5]
Can we pass the resolution to dispense with AGMs by written resolution?
No. It must be passed at a general meeting by all members present and entitled to vote.[1][3]
Lionsworld Incorporation
AGM or no AGM, we’ll handle the paperwork
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Sources
- Companies Act 1967, Sections 175 and 175A (Singapore Statutes Online)
- ACRA, Exemptions from holding an AGM
- Companies Act 1967, Sections 184A, 201, 201A and 203 (Singapore Statutes Online)
- ACRA, Due dates & requirements for AGMs
- ACRA, Deadline & requirements for annual returns
- ACRA, Penalties & enforcement action: Not holding an AGM
- ACRA, Penalties & enforcement action: Late annual return filing
Last updated: 25 September 2026. This article is general information, not legal advice. Your company’s constitution may add its own requirements. Rules can change, so check the official sources above or speak with a qualified company secretary.