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End of Extension of Time for Holding Annual General Meetings (AGMs) and Filing Annual Returns (AR)

In April 2020, ACRA had granted a 60-day extension of time (EOT) for all listed and non-listed companies whose AGMs are due from 16 April to 31 July 2020, and AR filings due from 1 May to 31 August 2020. 

Companies are required to hold their AGM and file their AR before the extended due dates, to avoid incurring penalties

Additional Guidance on the Conduct of General Meetings during Safe Management Period

Following the recent move into phase two of Singapore’s reopening from 19 June 2020, ACRA, the Monetary Authority of Singapore (MAS), and Singapore Exchange Regulation (SGX RegCo) have revised the joint guidance and checklist issued on 13 April 2020 to guide the conduct of general meetings. The new revision is to clarify that issuers (and the issuers’ service provider(s), if any) that are permitted to operate without submitting a notification to the Ministry of Trade and Industry for a time-limited exemption to have temporary operations in the same physical location for the purpose of holding a general meeting.

Companies who are holding general meetings on or before 30 September 2020 should continue their meetings in accordance with the checklist by the ACRA, MAS, and SGX RegCo available on ACRA website. 

Temporary Measures for Conduct of Meetings

On 13 April 2020, the COVID-19 Temporary Measures included Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders, Order 2020 was issued. The Order prescribes the alternative arrangements for the conduct of general meetings of companies, variable capital companies, unit holders of registered business trusts, unit holders of unit trusts and holders of debentures.

The alternative arrangements apply to meetings convened, held, conducted or deferred during the Control Period. A transitional arrangement is also provided for any meeting convened, held, conducted or deferred during a period of 30 days after the end of the Control Period, where the notice of the meeting was given during the Control Period. The Control Period will be begin from 27 March 2020 to the last day the Regulations or the Infectious Diseases (Measures to Prevent Spread of COVID-19) Regulations 2020 in effect. The transitional arrangement will not apply to meetings that are further delayed after the Control Period.

In view of the Order, ACRA, MAS, and SGX RegCo have prepared a checklist to guide the conduct of general meetings during the Control Period. This checklist covers the alternative arrangements prescribed in the Order as well as other substitute practices that issuers and non-listed companies should select given the inability of members to attend meetings in person. The checklist is also applicable to VCCs and non-listed unit trusts, with the necessary modifications.

On 14 April 2020, the COVID-19 temporary Measures included the Amendments 2020 of Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders, Amendment was issued. The amendment Order clarifies the manner in which notice should be sent by electronic means for non-listed companies, variable capital companies, trustee-managers of registered business trusts, trustees/managers of unit trusts, and issuers/trustees of registered debentures.

Extension of Deadline for Holding Annual General Meetings and Filing Annual Returns

Because of the COVID-19 situation in Singapore, the government recognizes that some companies have had difficulties holding their Annual General Meetings (AGMs) and filling their Annual Returns (ARs). 

For listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020

ACRA announced that all listed and non-listed companies are allowed to hold their AGMs from 16 April 2020 to 31 July 2020. Companies that had previously been granted extension of time to hold their AGMs within this period will also be granted a further 60 days of extension from the last date of extension. The AR filing due dates from 1 May 2020 to 31 August 2020 for all listed and non-listed companies will also be extended for 60 days. There is no need for these companies to apply for the extension of time with ACRA 

ACRA will grant a 60-day extension of time for all listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020. Companies that had previously been granted an extension of time to hold their AGMs within this period will also be given a further 60 days of extension from the last date of extension. The AR filing due dates for the period 1 May 2020 to 31 August 2020 for all listed and non-listed companies will also be extended for 60 days. 

For listed and non-listed companies whose AGMs are due during the period 1 to 15 April 2020

ACRA will also not apply any punishment on listed and non-listed companies whose AGMs are due during the period 1 April to 15 April 2020 if they hold the AGM within 60 days of the due date. Their AR filing due dates will also be extended for 60 days.

Details of the Extension of Time (EOT) for Holding AGM and Filing AR 

ACRA has given the Extension of Time for companies to Hold Annual General Meetings (AGMs) and File Annual Returns (AR). So, businesses register in Singapore can ease before due dates without penalties.

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