shares from the computation of the paid-up appropriate proportion of capital. voting rights. Filing of section 175A resolutions section 186(1) 30 A private company may, by resolution, dispense Amend section 186(1) to expressly For clarity. with the holding of AGM under section 175A. require section 175A resolutions be The resolution must be approved all members lodged with the Registrar. and is a unanimous decision. Section 186(1) requires a company to lodge a copy of every special resolution with the Registrar within one month after the passing of the resolution. Timeline for filing of annual return for companies which have dispensed with AGM 31 Section 197(4) requires a company to file its Repeal and re-enact section 197(4) to Provide a clearer position annual return with the Registrar within one clarify that filing of the annual return on the timing for filing the month (or in the case of a company which keeps under section 197 for S175A annual return for a branch register outside Singapore, within 2 companies should be within one month companies which have months) of its AGM. (or in the case of a company having a dispensed with holding an share capital which keeps a branch AGM under section 175A. For companies that have dispensed with the register outside Singapore, within two holding of AGM under section 175A (“S175A months) after the later of the following companies”), the deadline to lodge the annual dates: return is determined by section 175A(10) read the date on which the accounts and with section 197(4). documents were sent; or the date on which all resolutions by written means (which would be have been passed at the AGM if it had been held) were formally agreed on. Delete reference to and managers” section 199(1) “directors
shares from the computation of the paid-up capital. appropriate proportion of voting rights. Filing of section 175A resolutions section 186(1) 30 A private company may, by resolution, dispense with the holding of AGM under section 175A. The resolution must be approved all members and is a unanimous decision. Section 186(1) requires a company to lodge a copy of every special resolution with the Registrar within one month after the passing of the resolution. Amend section 186(1) to expressly require section 175A resolutions be lodged with the Registrar. For clarity. Timeline for filing of annual return for companies which have dispensed with AGM 31 Section 197(4) requires a company to file its annual return with the Registrar within one month (or in the case of a company which keeps a branch register outside Singapore, within 2 months) of its AGM. For companies that have dispensed with the holding of AGM under section 175A (“S175A companies”), the deadline to lodge the annual return is determined by section 175A(10) read with section 197(4). Repeal and re-enact section 197(4) to clarify that filing of the annual return under section 197 for S175A companies should be within one month (or in the case of a company having a share capital which keeps a branch register outside Singapore, within two months) after the later of the following dates: the date on which the accounts and documents were sent; or the date on which all resolutions by written means (which would be have been passed at the AGM if it had been held) were formally agreed on. Provide a clearer position on the timing for filing the annual return for companies which have dispensed with holding an AGM under section 175A. Delete reference to “directors and managers” section 199(1)
AnnexC_COACT2.docx