My private company has not held an AGM in two years because the financial statements were sent on time. Are we compliant?

The Section 175A exemption operates year by year and depends on the financial statements being sent to all members within five months of FYE for the specific year. If the five-month send happened in both years, the exemption was lawfully invoked for both; the AR on BizFile must still declare AGM details each year. If the send missed in one year, that year is non-compliant.

What is the difference between an AGM and an EGM for a single-shareholder private company?

The AGM is the year-end channel that presents financial statements; the EGM is any general meeting between AGMs called for a specific resolution. A single-shareholder company can use Section 184G to pass any non-Section-185 resolution by the sole member's written agreement, and the AGM itself can be dispensed under Section 175A.

Can our company pass a special resolution by written means at a three-quarters majority?

Yes for matters not within Section 185. Section 184A(4) lets a private company pass a special resolution by written means at a three-quarters majority of total voting rights. Matters within Section 185 (removal of director under Section 152, removal of auditor under Section 205) cannot be passed by written means at any threshold and must be convened with 28 days' special notice.

One of our minority shareholders is asking us to call an EGM. Do we have to?

The directors must convene under Section 176 if the requisitioning members hold not less than 10% of the paid-up capital carrying voting rights. Verify the shareholding from the register of members on the requisition date. If the 10% threshold is met and the requisition states the objects of the meeting, the directors have 21 days to convene and the meeting itself must be held within two months of the deposit.

We dispensed with the AGM five years ago. Is that resolution still effective?

A Section 175A dispensation operates as a standing decision until revoked. Two operational checks: whether the member composition has changed (a new member admitted after the dispensation can require an AGM), and whether the AR declarations in BizFile for each subsequent year correctly recorded the dispensation. If a new member came in and was not asked, the standard remediation is to re-pass the dispensation with the current member set.

What happens if we missed an AGM and the AR was filed late as a result?

The two breaches are separate. Failure to hold the AGM attracts a composition sum of at least S$500 per breach, with court fines up to S$5,000 per charge if composition is not accepted; the late AR filing attracts its own composition or court fine. Three or more filing offences in five years triggers a five-year director disqualification under Section 155A. Anlian Group's licensed corporate services team, operating under an ACRA Filing Agent registration and the firm-level MAS CMS101702 capital-markets licence, handles the composition workflow with ACRA where the breach is single and remediable; serial breaches need legal advice on the disqualification exposure before the next AR is filed. Engagement scope is confirmed during the [strategy call](/contact/strategy-call). The [nominee director cluster article](/insights/singapore-nominee-director-acra-csp) covers the related licence-posture questions when the directors involved are external appointments.

HowTo

ACRA AGM, EGM, and Written Resolutions: The Compliance Sequence for Singapore Private Companies

In one sentence

A Singapore private company has three channels for shareholder decisions: the AGM (mandatory unless dispensed under Section 175A), the EGM (convened by directors at any time or on member requisition under Section 176), and the written resolution (Sections 184A–184G, simple majority for ordinary and three-quarters for special), with Section 185 reserving removal-of-director and removal-of-auditor matters for the meeting route only.

Quick answer

Non-listed Singapore private companies must hold the AGM within six months after financial year end (FYE) per the ACRA due-dates page (4 months for listed); the AGM presents financial statements and passes ordinary resolutions on director re-election, auditor appointment, and dividend declaration.
Section 175A lets a private company dispense with the AGM if all members pass a dispensation resolution, or be exempt from holding one if financial statements are sent to all members within five months of FYE; member safeguards let any member request an AGM up to 14 days before the six-month deadline, or require a general meeting within 14 days of receiving the financial statements.
The EGM is the channel for shareholder matters between AGMs; directors call it under Section 177, and members holding not less than 10% of paid-up capital with voting rights can requisition one under Section 176. EGM notice is 14 days for an ordinary resolution and 21 days for a special resolution.
Written resolutions under Sections 184A–184G let a private company pass an ordinary resolution by a simple majority of total voting rights and a special resolution by a three-quarters majority without a meeting; Section 185 reserves resolutions requiring special notice (removal of director under Section 152, removal of auditor) for the meeting route.
AGM details must be declared in the Annual Return on BizFile whether the AGM was held, exempt, or dispensed; failure to hold a required AGM attracts a composition sum of at least S$500 per breach, court fines up to S$5,000 per charge, and after three or more filing offences in five years, director disqualification under Section 155A.

Why this matters in 2026

ACRA refreshed the published AGM and Annual Return guidance in February 2026 with the current 4-month listed and 6-month non-listed AGM deadlines, the Section 175A safeguards, and the composition-prosecution-disqualification enforcement ladder. Most Singapore private companies the Anlian Group corporate services team supports run on the written-resolution channel, where board and shareholder decisions are circulated by email or hard-copy circular and recorded under Section 184F rather than convened as physical meetings. The convenience is real, but the three channels are not interchangeable.

Two patterns make 2026 a year where the channel choice matters more, not less. First, ACRA's enforcement posture under Section 155A is operational: a director with three or more filing offences in five years is disqualified for five years and cannot manage any local or foreign company during that window. An AGM that should have been held but was not (because the company assumed Section 175A applied when the financial statements were not actually sent within the five-month window) is one such offence. Second, the written-resolution route does not cover removal of director under Section 152 or removal of auditor under Section 205; Section 185 requires those to go through a meeting with 28 days' special notice, so a private company that "votes out a director by written resolution" has not lawfully removed the director.

The clean sequence is to pick the channel before the resolution is drafted: AGM for year-end financial-statement-laying matters, EGM for time-sensitive special resolutions and any Section 185 matter, written resolution for everything else that can be written. The companion piece on [ACRA AGM and Annual Return deadlines](/insights/acra-agm-annual-return-deadlines-2026) covers the calendar mechanics and BizFile filing workflow; this article covers the channel choice itself.

The fundamentals

The AGM channel: when required, when dispensed, and the Section 175A safeguards

A Singapore-incorporated private company must hold an AGM within six months after financial year end unless Section 175A is invoked, and Section 175A operates through two distinct mechanisms (exemption when financial statements are sent to all members within five months of FYE, or dispensation when all members pass the standing resolution), each with member-safeguard windows that can compel an AGM even after the company decides to dispense.

The Section 175 requirement. ACRA's published due-dates page sets the AGM deadline at four months after FYE for listed companies and six months after FYE for non-listed companies (the change applies to financial years ending on or after 31 August 2018). The AGM's substantive purpose is to present financial statements to shareholders; the procedural agenda covers ordinary resolutions on re-election of retiring directors, appointment of auditor for the next year, declaration of dividend if recommended, and any other resolutions specified in the notice.

The two Section 175A routes. The exemption route applies when the company sends the financial statements to all members within five months of FYE; the AGM is then not required unless a member or auditor objects within 14 days of receiving the statements. The dispensation route applies when all members pass a resolution to dispense with the AGM altogether; the resolution covers future years until revoked, and the company then handles year-end matters through written resolutions. ACRA's guidance is explicit that AGM details must be declared in the Annual Return on BizFile in either case, so the dispensation is from the meeting, not from the AR declaration.

The member-safeguard windows. Section 175A protects minority members. A member can require an AGM to be held by notifying the company up to 14 days before the six-month deadline after FYE; the directors must then hold the AGM within six months after FYE. After the financial statements are sent, a member or auditor has a separate 14-day window to require a general meeting to lay the statements; the directors must hold that meeting within 14 days of the request. The Anlian Group team's filing discipline confirms the absence of either request in writing before the company secretary records the AGM as dispensed in BizFile, because filing an inaccurate AGM declaration is itself a separate offence.

The EGM channel: when directors call one, when 10% members can requisition

An Extraordinary General Meeting is any general meeting that is not the AGM; directors can convene one at any time under Section 177, members holding not less than 10% of paid-up voting capital can requisition one under Section 176, and the EGM is the channel for any special resolution between AGMs or any matter Section 185 reserves for the meeting route.

When directors call an EGM. Section 177 lets the directors call a general meeting whenever the board decides one is needed. Substantive triggers are share-capital reductions, changes to the constitution, share buybacks, scheme-of-arrangement approvals, and any other special resolution the company needs to pass before the next AGM. Notice is 14 days for an ordinary resolution and 21 days for a special resolution, measured from the date the notice is sent to members, unless the constitution requires longer or the members entitled to attend and vote agree to shorter notice in accordance with Section 177 of the Companies Act.

When members requisition an EGM. Section 176 gives shareholders a statutory right to compel a meeting. Members holding not less than 10% of the paid-up capital that carries voting rights at general meetings can deposit a written requisition at the registered office; the directors must convene the meeting within 21 days of the requisition, with the meeting itself held within two months of the deposit. If the directors fail to convene, the requisitioning members can convene the meeting themselves and recover the convening costs from the company. The 10% threshold is on issued voting capital, not on members by headcount, and the requisition must state the objects of the meeting.

Section 185 matters that must go through EGM. Section 185 requires "special notice" (28 days' notice to the company before the resolution is moved at the meeting) for the removal of a director under Section 152, the removal of an auditor under Section 205, and a handful of other matters. Section 184A(2) excludes special-notice resolutions from the written-resolution route. The practical consequence: a private company that needs to remove a director or auditor cannot dispatch a written resolution to that effect; it must convene an EGM with the 28-day special-notice served on the affected director or auditor first, then hold the meeting.

The written-resolution channel: thresholds, exclusions, and the Section 184F record

Sections 184A to 184G let a Singapore private company pass shareholder resolutions without a meeting at a simple majority of total voting rights for ordinaries and a three-quarters majority for specials, except where Section 185 reserves the resolution for the meeting route (removal of director, removal of auditor); Section 184F requires the passed resolutions to be recorded in the company's books in the same way as a meeting minute.

The threshold math. Section 184A(3) and (4) set the written-resolution thresholds. An ordinary resolution passes when one or more members representing a simple majority of total voting rights agree in writing. A special resolution passes when members representing not less than three-quarters of total voting rights agree. The thresholds are on total voting rights of the company, not on members who responded, so a member who does not respond is counted as not having agreed. The constitution can set a higher threshold but cannot set lower.

The agreement period. Section 184DA fixes a default period during which members can agree to a written resolution before it lapses; the period is 28 days from the resolution-issue date unless the constitution specifies a different period. A resolution that does not reach the threshold within the period must be reissued or rerouted through a meeting. Section 184C lets directors initiate the process by serving the proposed resolution on every member; Section 184D lets members require a general meeting be called instead if members holding the requisite voting rights so request before agreement closes.

The Section 184F record. A written resolution that passes must be recorded in the company's books with the same status as a meeting minute. The Anlian Group corporate services team's discipline maintains a written-resolutions register alongside the meeting-minutes book; each entry shows the resolution text, the issue date, the date of agreement reached, the signatures or electronic agreements of the members whose voting rights were counted, and the resulting threshold met. The Section 184F record is what a regulator or successor shareholder examines if the validity of the resolution is later disputed, and missing records are the operational reason historic private companies lose disputes about whether a key decision was properly passed.

	Channel	Statutory basis	Who can initiate	Notice period	Threshold	Can cover Section 185 matters?
AGM	Section 175 (read with 175A safeguards)	Board (directors must convene by deadline)	14 days ordinary / 21 days special	Simple majority ordinary; three-quarters special	Yes	Minutes of meeting; AGM date declared in AR
EGM (board-called)	Section 177	Board, any time between AGMs	14 days ordinary / 21 days special	Simple majority ordinary; three-quarters special	Yes	Minutes of meeting
EGM (member-requisitioned)	Section 176	Members holding ≥10% of paid-up capital with voting rights	14 days ordinary / 21 days special; board has 21 days to convene, meeting within 2 months	Simple majority ordinary; three-quarters special	Yes	Minutes of meeting
Written resolution (ordinary)	Section 184A(3)	Directors (s.184C) or members (s.184D route)	Issue date plus agreement period (default 28 days, s.184DA)	Simple majority of total voting rights	No (Section 185 excluded)	Section 184F record in company books
Written resolution (special)	Section 184A(4)	Directors (s.184C) or members (s.184D route)	Issue date plus agreement period (default 28 days, s.184DA)	Three-quarters of total voting rights	No (Section 185 excluded)	Section 184F record in company books
Single-member company written resolution	Section 184G	Sole member	Effective on member's recorded agreement	Sole member's agreement	No (Section 185 still excluded)	Section 184F record in company books

Common pitfalls

Confusing "AGM exemption" with "AGM dispensation"
The two Section 175A routes are mechanically different. Exemption operates year by year and requires the company to have sent financial statements to all members within five months of FYE for that year; missing the five-month send means the exemption does not apply for that year, regardless of prior practice. Dispensation operates as a standing decision and requires all members to pass a resolution. Companies that use the labels interchangeably end up filing inaccurate AGM declarations in BizFile.
Trying to remove a director by written resolution
Section 185 requires 28 days' special notice for removal-of-director and removal-of-auditor resolutions, and Section 184A(2) excludes special-notice resolutions from the written-means route. A "written resolution to remove Director X" is not a valid removal; the director remains in office until an EGM is properly convened with the 28-day special notice served on the affected director, the right to be heard at the meeting preserved, and the resolution then passed at the meeting itself.
Treating the 10% Section 176 threshold as headcount instead of paid-up voting capital
Section 176 requires members holding not less than 10% of the paid-up capital carrying voting rights at general meetings. A private company with three equal-voting shareholders cannot rely on "one shareholder out of three" headcount logic; that shareholder must hold at least 10% of paid-up voting capital (a 33.3% holder individually qualifies, but a 5% holder does not, regardless of board seat).
Skipping the Section 184F record because the resolution was passed by email
Section 184F requires the passed resolution to be entered in the company's books with the same status as a meeting minute. Email threads, instant-messaging confirmations, and signed PDFs that are not consolidated into the company's resolution register fail Section 184F. The Anlian Group team's standard is one register entry per passed written resolution, capturing the resolution text, the agreement dates per member, and the threshold met.
Forgetting the AGM declaration in BizFile when the AGM is dispensed
ACRA's guidance is explicit that AGM details must be declared in the Annual Return whether the meeting was held, exempt, or dispensed under Section 175A. Treating "no meeting" as "nothing to declare" produces a defective AR; the company should declare the dispensation date and supporting resolution reference, and an inaccurate AR is itself a filing offence counting toward the Section 155A disqualification trigger.

Frequently asked questions

My private company has not held an AGM in two years because the financial statements were sent on time. Are we compliant?: The Section 175A exemption operates year by year and depends on the financial statements being sent to all members within five months of FYE for the specific year. If the five-month send happened in both years, the exemption was lawfully invoked for both; the AR on BizFile must still declare AGM details each year. If the send missed in one year, that year is non-compliant.
What is the difference between an AGM and an EGM for a single-shareholder private company?: The AGM is the year-end channel that presents financial statements; the EGM is any general meeting between AGMs called for a specific resolution. A single-shareholder company can use Section 184G to pass any non-Section-185 resolution by the sole member's written agreement, and the AGM itself can be dispensed under Section 175A.
Can our company pass a special resolution by written means at a three-quarters majority?: Yes for matters not within Section 185. Section 184A(4) lets a private company pass a special resolution by written means at a three-quarters majority of total voting rights. Matters within Section 185 (removal of director under Section 152, removal of auditor under Section 205) cannot be passed by written means at any threshold and must be convened with 28 days' special notice.
One of our minority shareholders is asking us to call an EGM. Do we have to?: The directors must convene under Section 176 if the requisitioning members hold not less than 10% of the paid-up capital carrying voting rights. Verify the shareholding from the register of members on the requisition date. If the 10% threshold is met and the requisition states the objects of the meeting, the directors have 21 days to convene and the meeting itself must be held within two months of the deposit.
We dispensed with the AGM five years ago. Is that resolution still effective?: A Section 175A dispensation operates as a standing decision until revoked. Two operational checks: whether the member composition has changed (a new member admitted after the dispensation can require an AGM), and whether the AR declarations in BizFile for each subsequent year correctly recorded the dispensation. If a new member came in and was not asked, the standard remediation is to re-pass the dispensation with the current member set.
What happens if we missed an AGM and the AR was filed late as a result?: The two breaches are separate. Failure to hold the AGM attracts a composition sum of at least S$500 per breach, with court fines up to S$5,000 per charge if composition is not accepted; the late AR filing attracts its own composition or court fine. Three or more filing offences in five years triggers a five-year director disqualification under Section 155A. Anlian Group's licensed corporate services team, operating under an ACRA Filing Agent registration and the firm-level MAS CMS101702 capital-markets licence, handles the composition workflow with ACRA where the breach is single and remediable; serial breaches need legal advice on the disqualification exposure before the next AR is filed. Engagement scope is confirmed during the [strategy call](/contact/strategy-call). The [nominee director cluster article](/insights/singapore-nominee-director-acra-csp) covers the related licence-posture questions when the directors involved are external appointments.

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