Share Related Services
2020-08-17
Secretarial Services
2020-08-17
Extraordinary General Meeting
Extraordinary General Meetings (EGMs) of Singapore companies.
An Extraordinary General Meeting of shareholders is a meeting of the company held in the event that important business matters require shareholder approval.
Who can request a special shareholders’ meeting?
An Extraordinary General Meeting (EGM) may be called by the members of the Board of Directors of a company.
There are two general ways of calling an EGM:
- Any member holding at least 10 percent of the total number of voting rights (shares) may notify the directors of the company to convene an EGM
- Two or more members of the Board of Directors owning at least 10% of the issued shares altogether may notify the Board of Directors to convene an EGM
The Singapore courts have laid down a number of recognised circumstances under which an EGM cannot be called, including:
- Inability to meet statutory requirements.
- Deadlock in the day-to-day management of the company
How to call for an extraordinary general meeting
In order to hold a successful EGM, the company is obliged to give its members written notice of the EGM.
For private companies, the minimum notice period for all meetings is 14 days. However, for public companies, a 21-day notice period is required for special resolutions, and the articles of association may provide for a different, longer notice period.
| Notice Period for Extraordinary General Meetings of Private Companies | Notice Period for Extraordinary General Meetings of Public Companies | |
| Ordinary Resolution | 14 Days | 14 Days |
| Special Resolution | 14 Days | 21 Days |
Special Resolutions
Special resolutions are formal decisions that require at least a 75% majority vote at the meeting to pass.
In the case of listed companies, 21 days written notice of the meeting is required. For private companies, 14 days written notice must be given.
However, a meeting may be called at a shorter time if members with at least 95 percent of the voting rights agree.
In addition, the company must submit copies of all special resolutions to ACRA. Special resolutions are required when the decision to be made is particularly important.
Examples of decisions for which a company must pass a special shareholder resolution under the Companies Act include:
- Amend any provision of its constitution
- Change its name
- Reduction of capital stock
Ordinary Resolution
An ordinary resolution is a formal decision adopted at a meeting by a simple majority (i.e., more than 50 percent) of the votes cast. A meeting must be called with 14 days written notice. However, a meeting may be convened at a shorter time if members with at least 95 percent of the voting rights agree.
Examples of decisions for which a company must pass an ordinary resolution under the Companies Act:
- Removal of directors before the end of their term of office
- Appointment or reappointment of directors over 70 years of age
- Decides that a general meeting is the annual general meeting of the company
How can I shorten the notice period?
If it is found that the notice period needs to be shortened, the consent of all members of the Board of Directors with at least 95 percent of the total voting rights (shares) is required.
The notice must provide sufficient information about the proposed business matters of the extraordinary general meeting. Including the date, place, and time of the meeting should be clearly stated in the notice. The notice should also contain an agenda for the EGM to inform members of the business matters to be discussed at the meeting.
Such notice may be given by registered mail, email, or through a notice announcement on the company’s website. However, there needs to be a clear provision in the company’s articles of association for the use of such electronic transmissions.
Quorum for convening an extraordinary general meeting
A quorum must be present to call an Extraordinary General Meeting. A quorum is the minimum number of members entitled to vote that must be present during the meeting. Most articles of incorporation will specify a quorum for the meeting.
If the articles of incorporation do not specify a quorum, the minimum number of members who must be present in person is two.
Adoption of resolutions for the Extraordinary General Meeting of Shareholders
The voting results of the Extraordinary General Meeting are usually disclosed at the end of the meeting. Consequently, it will be known before the conclusion of the EGM whether the resolution has been adopted or not.
However, in some cases, steps need to be taken after the EGM to make the adopted resolution official.
For example, if by passing a special resolution at the Extraordinary General Meeting, the company is voluntarily wound up (closed), a copy of the special resolution must be submitted to the Accounting and Corporate Regulatory Authority (ACRA) within 7 days. In addition, a notice of the same resolution must be published in at least one newspaper in Singapore within 10 days. Only then can the directors appoint a liquidator to commence the voluntary winding-up process.
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