When members holding at least 10% of a Singapore company’s paid-up voting shares deposit a valid requisition at the registered office, section 176 of the Companies Act 1967 requires the directors to “immediately proceed duly to convene” an extraordinary general meeting (EGM), to be held as soon as practicable and in any case within two months after the company receives the requisition. The company’s constitution cannot override this. If the directors do not start convening the meeting within 21 days of the deposit, the requisitionists (or those of them holding more than half of their combined voting rights) may call it themselves, but must hold it within three months. Their reasonable costs are then payable by the company and recoverable from the fees of the defaulting directors.
This guide is for directors who have just received a requisition, and for company secretaries who need to manage the timetable.
Step 1: Check that the requisition is valid
| Requirement | What to check | Source |
|---|---|---|
| Threshold | Requisitionists hold at least 10% of total paid-up shares carrying voting rights at the date of deposit (treasury shares ignored); for companies without share capital, 10% of total voting rights | s 176(1), (1A) |
| Objects | The requisition states the objects of the meeting (the resolutions or business proposed) | s 176(2) |
| Signatures | Signed by the requisitionists; may be several documents in the same form | s 176(2) |
| Deposit | Deposited at the company’s registered office | s 176(2) |
Check the register of members on the deposit date, not an older shareholder list. A requisition that falls short cannot simply be ignored: reply in writing explaining the defect, because the members may fix it and re-deposit. Note that a separate route under section 177 lets two or more members holding at least 10% of issued shares call a meeting themselves, unless the constitution provides otherwise. Our explanation of what each shareholding percentage controls sets out the thresholds.
Step 2: Diarise the statutory deadlines
| Day | Event |
|---|---|
| Day 0 | Requisition deposited at the registered office |
| Immediately | Directors must proceed to convene the EGM |
| Within 21 days of deposit | Directors must have proceeded to convene, in practice by board resolution and sending notice; otherwise requisitionists may convene |
| Within 2 months of receipt | EGM convened by directors must be held |
| Within 3 months of deposit | Last date for a meeting convened by the requisitionists |
Notice periods also apply. An ordinary meeting needs at least 14 days’ written notice (section 177(2)), unless the constitution requires longer. If a special resolution is proposed, at least 21 days’ notice is required, and section 176(5) says a meeting is not duly convened by the directors unless that special resolution notice is given. Calling a meeting with a short notice period only to stretch the timetable is not “proceeding duly”. Our guide to notice, quorum and proxies for general meetings covers the detail.
Step 3: Hold a board meeting
The board should meet promptly and minute:
- receipt and validity of the requisition, with the shareholding check;
- the decision to convene the EGM, its date, time, venue or virtual platform;
- approval of the notice, the exact wording of each resolution as requisitioned, and any explanatory statement;
- whether the board will make a recommendation, and any conflicts of interest (for example, if the requisition proposes removing a director);
- arrangements for proxies, voting and the chair.
The board may not rewrite the requisitionists’ resolutions into something different. It can add its own resolutions or a statement setting out its view.
Common reasons for a requisition
- Removing a director. Under section 152, a private company may remove a director by ordinary resolution, but special notice and the director’s right to be heard apply. See how to remove a director.
- Appointing new directors to break a deadlock.
- Information and accountability, such as questions about accounts or a transaction.
- Constitutional changes, which need a special resolution.
- Approving or blocking a transaction reserved to shareholders.
What if the directors refuse or delay?
If the directors do not proceed to convene within 21 days, the requisitionists can convene the meeting themselves, in the same manner as nearly as possible as directors would, within three months of the deposit (section 176(3)). Their reasonable expenses must be paid by the company and the company must retain that sum out of fees or remuneration due to the defaulting directors (section 176(4)). Where it is impracticable to call or conduct a meeting at all, any director or member entitled to vote may apply to court under section 182; see court-ordered EGMs. Persistent refusal to let shareholders exercise their rights can also feature in an oppression claim.
After the meeting
- Record the minutes and the poll or show of hands results.
- File any required ACRA lodgements, such as a change of directors within 14 days or a special resolution amending the constitution.
- Update registers and inform the bank if signatories change.
For the general mechanics of calling a meeting, see EGMs in Singapore: when and how to call one.
Example
Example only, not a client case. Two shareholders holding 18% of a private company deposit a signed requisition at the registered office on 3 March, asking for an EGM to appoint a third director. The company secretary confirms their holdings from the register, the board meets on 6 March and approves a notice sent on 9 March for an EGM on 27 March, giving 18 days’ notice for ordinary resolutions. The meeting appoints the new director, and the secretary lodges the appointment with ACRA within 14 days.
Frequently asked questions
Can the constitution set a higher threshold than 10%?
No. Section 176 applies despite anything in the constitution. A constitution can make it easier, not harder, for members to call meetings under section 177.
Can the EGM be held virtually?
Only if the constitution and the law allow the format chosen. Check the constitution before choosing a fully virtual meeting.
Can a single-member company receive a requisition?
In practice, a sole member can simply pass a written resolution. Requisitions matter where shareholders disagree.
Does the requisition need to be served on each director?
The Act requires deposit at the registered office. Sending copies to directors is good practice but does not replace deposit.
Received a requisition, or need to send one?
If your company, or you as a director or shareholder, is dealing with a requisition for an EGM, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines, prepare the board resolutions, notice and minutes, and handle the ACRA filings. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that regularly handles shareholder disputes. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
Willie Tan, Raffles Corporate Services