Free AGM waiver template (Singapore Pte Ltd)

If you run a small Singapore Pte Ltd, you probably don't need to hold a physical Annual General Meeting. Section 175A of the Companies Act lets private companies dispense with the AGM by passing a single unanimous shareholder resolution.

This page gives you a free Section 175A AGM waiver template you can copy, adapt, sign, and file in your statutory records. Plus the legal framing for when it works, when it doesn't, and what you still have to file even after the waiver passes.

If you'll be doing this every year (most companies will), the Helmself wizard generates the AGM waiver pre-filled with your company particulars and shareholder roster for SGD 79/year.

What is an AGM waiver?

In Singapore, every company is normally required to hold an Annual General Meeting once per calendar year, with no more than 15 months between successive AGMs. The AGM is where directors lay the financial statements before shareholders, shareholders re-elect directors who are retiring by rotation, and any other ordinary business gets transacted.

For most small private companies — single-director, family-owned, founder-run — that meeting is a formality. Everyone with a vote is also in the room every day. Section 175A of the Companies Act recognises this and lets a private company skip the AGM if all members entitled to vote agree.

The standard form of agreement is a written resolution by the shareholders. That's the document this page is about.

There's a related but distinct exemption in Section 201A: a company that sends its financial statements to all members within 5 months of financial year-end (FYE) is also relieved from holding an AGM, provided no member requests one. Section 201A is automatic if you meet the conditions; Section 175A requires the affirmative resolution. Most small companies use 175A because it's cleaner and works regardless of when financial statements get circulated.

What the AGM waiver does NOT do

Worth saying upfront so there's no surprise:

• It does not waive the annual return. You still file the annual return on Bizfile within 7 months of FYE.
• It does not waive financial statements. You still prepare them (audited or unaudited depending on EPC status) and have them ready when shareholders ask.
• It does not waive director re-election. If your constitution requires retirement by rotation, you still need to re-appoint directors via separate resolution.
• It does not waive shareholder approval of unusual transactions. Major decisions outside the ordinary course (e.g., share buybacks, related-party deals over the threshold) still need their own shareholder resolutions.

The waiver only removes the requirement to hold the meeting. Everything else the AGM would normally cover, you still need to cover by separate written resolutions or operating practice.

Free template (copy + adapt)

Plain-text version below — copy-paste into Word or Google Docs, adapt the bracketed fields, print, sign in wet ink (or e-sign).

[COMPANY NAME] PTE. LTD.
(UEN: [202312345A])

WRITTEN RESOLUTION OF THE MEMBERS
PASSED PURSUANT TO SECTION 184A OF THE COMPANIES ACT (CAP. 50)
TO DISPENSE WITH THE ANNUAL GENERAL MEETING UNDER SECTION 175A

Date: [DD Month YYYY]

The undersigned, being all the members of [Company Name] Pte. Ltd.
("the Company") entitled to vote on the matters set out below, hereby
record the following resolution:

RESOLVED THAT pursuant to Section 175A of the Companies Act (Cap. 50),
the Company shall dispense with the holding of an Annual General Meeting
for the financial year ending [FYE date — e.g., 31 December 2026] and
for each subsequent financial year unless and until this resolution is
revoked in accordance with the Act.

RESOLVED FURTHER THAT the directors of the Company are authorised to
take all such actions and execute all such documents as may be necessary
or expedient to give effect to the foregoing resolution, including
notifying the Accounting and Corporate Regulatory Authority (ACRA)
where required.

Signed:

_______________________
[Member 1 full name]
NRIC/Passport: [number]
Shareholding: [N] ordinary shares

_______________________
[Member 2 full name]
NRIC/Passport: [number]
Shareholding: [N] ordinary shares

Two things worth flagging in the template:

1. Section 184A is the procedural section that authorises members' written resolutions. Section 175A is the substantive section that allows AGM dispensation. The resolution cites both — the first for HOW (it's passed in writing rather than at a meeting), the second for WHAT (the AGM is dispensed with).
2. "For each subsequent financial year unless revoked" — this is the standard form. The waiver carries forward year after year. If you want to limit it to a single year, change the wording to "for the financial year ending [date] only".

Common mistakes that cause this to fall apart

Even with the right template, three things trip people up.

1. Not all members signed. Section 175A requires all members entitled to vote to agree. If one shareholder is overseas or unreachable, the waiver doesn't pass — you'd have to convene the AGM. Check your shareholder register against the signature page before filing.
2. Wrong shareholder list. People update their director roster more often than their shareholder register. Make sure the signing members match the latest share register, not the founding cap table from three years ago.
3. Treating the waiver as a one-time thing and forgetting about it. Once passed, the waiver is on file and applies year-after-year. But if a single member sends a written notice requiring an AGM (Section 175A(2) gives any member this right), the directors must hold one within 6 months. The waiver is reversible by any one member's notice.

When a member can force an AGM after waiver

This catches founders by surprise sometimes. The waiver is by unanimous consent, but reversal is by any single member.

If a member sends written notice to the company (typically to the registered office) requiring an AGM, the directors have 6 months to hold one. The notice must be written and must be sent before the end of the financial year that the member wants the AGM for.

Practical implication: if you have a co-founder who later disagrees with how the company is run, they can demand an AGM by sending one letter. The waiver doesn't prevent governance disputes — it just removes the default scheduling burden when everyone's in agreement.

When to use Helmself instead of the template above

The template above is fine for one-off use where:

• All shareholders are reachable and willing to sign
• You're comfortable maintaining the resolution in your statutory records yourself

Helmself is built for the founder doing this every year (which is most founders). The wizard pre-fills the company particulars and the full shareholder roster, generates a properly-formatted DOCX, and stores the signed copy alongside your other corporate records. Pair it with whatever basic corp sec plan you already have for the lodgement of the annual return — those plans typically don't include AGM-waiver drafting.

The wizard is for people who realised they're going to file an AGM waiver every year for the lifetime of the company. The free template above is for people who need exactly one waiver this year and are comfortable doing it by hand.

Related: board resolutions and annual returns

The AGM waiver sits in a small family of routine annual filings:

• Free board resolution template — for any board-level decision (appointing directors, changing addresses, opening bank accounts).
• Annual return cover resolution — confirms that the directors approve the annual return for filing. Typically passed alongside or shortly after the AGM waiver. Free template coming to this blog soon.
• Director consent to act — required before any new director is appointed. Free template coming to this blog soon.

If you're running a Singapore Pte Ltd, you'll touch all of these every year. The Helmself wizard handles all 19 of them.

FAQ

Do I need to hold an AGM if I have a small Singapore Pte Ltd? Not necessarily. If all your members entitled to vote unanimously agree to dispense with the AGM under Section 175A, you don't need to hold one. The Section 175A resolution can apply for a single year or carry forward year-after-year until revoked. You still need to file the annual return on Bizfile within 7 months of financial year-end and prepare financial statements for the company.

What's the difference between Section 175A and Section 201A? Section 175A requires an affirmative unanimous resolution by the members to dispense with the AGM. Section 201A is automatic if the company sends financial statements to all members within 5 months of financial year-end and no member requests an AGM within 14 days of receipt. Most small private companies use Section 175A because it works regardless of when financial statements are circulated and doesn't require the 5-month timing condition.

Can a single shareholder force an AGM after we've waived? Yes. Under Section 175A(2), any single member entitled to vote can require the company to hold an AGM by giving written notice to the company. Once notice is given, the directors must hold an AGM within 6 months. The notice must be received before the end of the financial year that the member wants the AGM for. The waiver is unanimous to grant, but any single member can reverse it for a given year.

Do I still need to file an annual return if we've waived the AGM? Yes. The AGM waiver only removes the requirement to hold the meeting. The annual return is a separate filing on Bizfile, due within 7 months of financial year-end (5 months for listed companies). Filing the annual return on time is one of the most common ACRA compliance items. The Helmself wizard generates an annual return cover resolution that authorises directors to file.

When do I need to send financial statements to shareholders? If you're relying on Section 201A automatic exemption, financial statements must be sent to all members within 5 months of financial year-end. If you're relying on Section 175A waiver, there's no statutory deadline for sending financial statements to members — but they remain entitled to inspect them at any time, and best practice is to circulate them annually so members aren't blindsided. Either way, the financial statements themselves must be prepared (audited if you're not an Exempt Private Company under the small-company audit exemption).

Built by Helmself — Singapore corporate resolution wizard. SGD 79 / year per company. Currently only supporting Singapore-incorporated companies. Get started →