Statutory Meeting for a Public Company Abolished From 20 October 2026: What Changed and What Still Applies

Short answer: From 20 October 2026, a Singapore public company with a share capital no longer has to convene a statutory meeting or prepare a statutory report, and the requirement to file a statement in lieu of prospectus under the Companies Act is abolished. Annual general meetings, annual returns and other ongoing duties still apply.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

What changed for public companies on 20 October 2026?

Two paperwork duties that sat at the start of a public company’s life were removed from 20 October 2026. In its announcement of 6 October 2026, the Accounting and Corporate Regulatory Authority (ACRA) said the requirement to file a statement in lieu of prospectus under prescribed circumstances in the Companies Act, and the requirement for public limited companies with a share capital to convene statutory meetings and prepare statutory reports, will be abolished.

ACRA placed these changes under the heading “reduce regulatory burden for companies”. They came into force as part of the second phase of the Corporate and Accounting Laws (Amendment) Act 2025. The first phase commenced earlier, on 6 May 2026, and the Act’s commencement table in Singapore Statutes Online lists the sections that came into operation on each date.

If you are looking for the wider picture of what else started on 20 October 2026, including the annual return confirmation and the CEO question, read our guide to the annual return from 20 October 2026.

Which sections of the Companies Act were changed?

Two provisions of the Companies Act 1967 were removed by the 2025 Act, and both removals commence on 20 October 2026.

The Act’s own commencement table lists sections 47 and 69 among those that came into operation on 20 October 2026. For the primary sources, see the Corporate and Accounting Laws (Amendment) Act 2025 and the current Companies Act 1967 on Singapore Statutes Online.

What was a statutory meeting and a statutory report?

A statutory meeting and a statutory report were requirements for public limited companies with a share capital, separate from the yearly annual general meeting. Both requirements are gone from 20 October 2026, so a newly formed public company no longer needs to schedule that meeting, circulate that report, or diarise it.

We have not described the detailed timing and contents of the former requirement here, because the provision has been deleted from the current statute and the practical point is that it no longer applies. If you are dealing with a company whose statutory meeting fell due before 20 October 2026, take advice on the position for that company.

What was a statement in lieu of prospectus?

A statement in lieu of prospectus was a filing required under the Companies Act in prescribed circumstances. ACRA describes the requirement as one to file the statement “under prescribed circumstances in the Companies Act”, and says it is abolished from 20 October 2026.

Section 61 of the Companies Act, headed “Restrictions on commencement of business in certain circumstances”, is where the deleted paragraph sat. It still operates. Under section 61(2) as it now reads, a public company with a share capital that has not issued a prospectus inviting the public to subscribe for its shares must not commence any business or exercise any borrowing power unless:

1. every director has paid to the company, on each share taken or contracted to be taken and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and
2. a declaration in the prescribed form, by the secretary or one of the directors or by a registered qualified individual authorised by the company, has been lodged with the Registrar verifying that the directors’ payment has been made.

The offence for commencing business in contravention of the section is a fine of up to $4,000 and a default penalty of $250 (section 61(6)). Do not treat the abolition of the statement as meaning a new public company can start trading without any step. The remaining conditions in section 61 still need to be met, so check them before the company begins business or borrows.

Who is affected by the change?

The change is aimed at public limited companies with a share capital, which is the wording ACRA uses. ACRA’s announcement describes the abolished meeting and report as duties of public companies with a share capital, so a private company is not the target of this change.

Companies limited by guarantee need separate attention. ACRA’s announcement for 20 October 2026 treats them in a different context: when a company limited by guarantee files its annual return, the filer must confirm that the total number of members last provided to ACRA through Bizfile is accurate. Whether a particular guarantee company was ever caught by the statutory meeting rule depends on its structure, so confirm that with your company secretary. Our explainer on the public company limited by guarantee sets out the structure.

Companies planning to change status should also note the direction of travel. Our guide to converting a private company to a public company covers the mechanics, and the reverse route is explained in our sister-site guide to converting a public company back to private.

What does a public company still have to do?

The abolition removes two early-life requirements. It does not relax the recurring corporate governance duties. A public company, like any other company, still needs to meet its yearly obligations.

If your financial year ends on 30 June, our worked example on the AGM due date for 30 June year-end companies shows how the 6-month limit translates into dates. For help with meeting notices, see our article on calling a general meeting at short notice. You can also use the free tools on our group site to plan your compliance calendar.

What should company secretaries and directors do now?

Review your compliance calendar and templates, and remove the statutory meeting and statutory report from anything you maintain for public companies. The steps below are a practical checklist, not statutory text.

1. Strip the statutory meeting and statutory report from your meeting calendar and board checklists for any public company with a share capital.
2. Remove the statement in lieu of prospectus from incorporation and conversion checklists, and replace it with the section 61 conditions that still apply.
3. Update document templates, notices and incorporation packs that still refer to either requirement.
4. Diarise the AGM and annual return dates for each company and check whether any listed public company is on the 4-month limit.
5. Tell your board that the abolition does not reduce directors’ duties or the need for accurate records.

Common mistakes

The most common mistake is to read “abolished” as “no further filings”. A newly formed public company with a share capital that has not issued a prospectus must still look at section 61 before it commences business. A second mistake is to rely on older guides and templates that still show the statutory meeting. A third is to assume the change applies to every kind of company. ACRA’s wording is about public limited companies with a share capital, and each company’s constitution and structure should be checked.

Frequently asked questions

Do I still have to hold a statutory meeting for my public company?

No. From 20 October 2026 the requirement for public limited companies with a share capital to convene statutory meetings and prepare statutory reports is abolished, and section 174 of the Companies Act is deleted.

Is the statement in lieu of prospectus still required?

No. ACRA’s announcement says the requirement to file a statement in lieu of prospectus under prescribed circumstances in the Companies Act is abolished from 20 October 2026. Section 61(2)(a) of the Act is deleted from that date.

Does this change when my AGM is due?

No. Section 175(1) still requires an annual general meeting within 6 months after the financial year end for most companies, and within 4 months for a listed public company.

Does a new public company still need to file a declaration before it starts business?

Where section 61(2) applies, yes. The remaining conditions are that every director has paid the required proportion on shares and that a declaration verifying this has been lodged with the Registrar.

Does the change apply to private companies?

ACRA describes the abolished meeting and report as duties of public limited companies with a share capital, so a private company is not the target of this change.

Official sources: ACRA announcement of 6 October 2026, Corporate and Accounting Laws (Amendment) Act 2025 and Companies Act 1967.

Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.