Every Singapore company — whether a startup with two shareholders or a mature enterprise with a complex ownership structure — will at some point need to make important decisions outside the regular cycle of Annual General Meetings. When urgent matters arise that cannot wait until the next AGM, an Extraordinary General Meeting (EGM) is the proper mechanism to bring shareholders together and pass the necessary resolutions.
Despite its importance, the EGM is one of the more misunderstood aspects of corporate governance in Singapore. Many directors and shareholders are unsure about when an EGM is required, who can call one, and what procedures must be followed under the Companies Act 1967. In this guide, we walk through everything you need to know.
What Is an Extraordinary General Meeting (EGM)?
An Extraordinary General Meeting is any general meeting of the company’s shareholders that is not the Annual General Meeting. While the AGM is a statutory requirement held once a year to address routine matters such as the adoption of financial statements and the re-election of directors, an EGM can be called at any time to deal with matters that require shareholder approval and cannot be deferred.
Common reasons for convening an EGM include approving a change of the company’s name, amending the company’s constitution, authorising a significant transaction such as a disposal or acquisition of assets, approving the issuance of new shares or a share capital restructuring, removing or appointing a director outside the normal AGM cycle, or approving a voluntary winding up of the company.
Who Can Call an EGM?
Under the Companies Act, there are several parties who may convene an EGM. Understanding who has the right to call one — and the procedures they must follow — is essential for good corporate governance.
1. The Board of Directors
The most common way an EGM is convened is by the board of directors. Directors may call an EGM whenever they determine that a matter requiring shareholder approval has arisen. The board will pass a directors’ resolution to convene the meeting, after which the company secretary will issue the notice of meeting to all shareholders.
2. Shareholders Under Section 176 of the Companies Act
Section 176 of the Companies Act gives shareholders the right to requisition the directors to convene an EGM. To exercise this right, two or more shareholders holding not less than 10% of the company’s total issued share capital (excluding treasury shares) must submit a written requisition to the company’s directors.
The requisition must state the objects of the meeting — that is, the matters to be discussed and the resolutions to be proposed. Upon receiving a valid requisition, the directors have 21 days to convene the EGM, and the meeting must be held within two months of the date the requisition was received.
If the directors fail to convene the meeting within the 21-day period, the requisitioning shareholders may convene the meeting themselves. In that case, the company is required to reimburse the shareholders for any reasonable expenses they incur in calling the meeting.
3. Shareholders Under Section 177 of the Companies Act
Section 177 provides an alternative mechanism. Under this provision, shareholders holding not less than 10% of the company’s total issued share capital (excluding treasury shares) may call an EGM directly, without first requisitioning the directors.
This is an important distinction. While Section 176 requires shareholders to go through the directors, Section 177 empowers shareholders to bypass the board entirely. This can be particularly useful in situations where the relationship between the board and minority shareholders is strained, or where the board is unresponsive to a requisition.
4. The Court
Under Section 182 of the Companies Act, the court may order a meeting to be called if it is impracticable to call a meeting in any manner in which meetings may be called, or to conduct a meeting in the manner prescribed by the constitution or the Act. This is a remedy of last resort, typically invoked in cases of corporate deadlock.
Notice Requirements for an EGM
Proper notice is critical. Under Section 177A of the Companies Act, the notice period for an EGM depends on the type of resolution to be passed:
For ordinary resolutions: At least 14 days’ notice must be given to all shareholders entitled to attend and vote at the meeting.
For special resolutions: At least 21 days’ notice must be given. Special resolutions require the approval of at least 75% of the shareholders who vote at the meeting.
The notice must specify the date, time, and place of the meeting, the general nature of the business to be transacted, and the full text of any special resolution to be proposed. Notices should be sent to every shareholder at their registered address, as well as to the company’s auditors.
For companies that have adopted model constitutions under the Companies Act, the constitution may contain additional requirements regarding notice periods and the manner of service.
Quorum Requirements
A meeting cannot proceed unless a quorum is present. For private companies in Singapore, the default quorum under the Companies Act is two members personally present or by proxy, unless the company’s constitution specifies otherwise.
For a single-member company, one member present in person or by proxy constitutes a quorum.
It is important to check your company’s constitution, as it may set a higher quorum requirement. If a quorum is not present within half an hour of the appointed time, the meeting is generally adjourned.
Types of Resolutions at an EGM
There are two main types of resolutions that can be passed at an EGM:
Ordinary Resolutions require a simple majority — that is, more than 50% of the shareholders who vote at the meeting must vote in favour. Most business matters, including the appointment and removal of directors, can be approved by ordinary resolution.
Special Resolutions require at least 75% of the shareholders who vote at the meeting to vote in favour. Special resolutions are needed for more significant actions, such as amending the company’s constitution, changing the company’s name, or approving a voluntary winding up.
After the meeting, certain resolutions must be lodged with ACRA via the BizFile+ portal within the prescribed timeframe — typically 14 days for special resolutions.
Conducting the EGM: Practical Steps
Here is a practical guide to conducting an EGM for a Singapore private limited company:
Step 1: Identify the need. Determine whether the matter requires shareholder approval and cannot wait until the next AGM.
Step 2: Board resolution to convene. The directors pass a resolution authorising the convening of the EGM and setting the date, time, and venue.
Step 3: Issue notice. The company secretary issues the notice of meeting to all shareholders, auditors, and any other persons entitled to receive notice, within the required timeframe (14 or 21 days depending on the resolution type).
Step 4: Prepare documentation. Prepare all necessary documents, including the agenda, proposed resolutions, proxy forms, and any supporting materials that shareholders will need to make informed decisions.
Step 5: Hold the meeting. Confirm quorum is present, conduct the meeting in accordance with the agenda, allow shareholders to ask questions and debate, and put the resolutions to a vote.
Step 6: Record the minutes. Accurate minutes of the EGM must be recorded. The minutes should capture the resolutions proposed, the voting outcomes, and any significant discussions.
Step 7: File with ACRA. Lodge any special resolutions and required notifications with ACRA via BizFile+ within the prescribed deadlines. Ensure the company’s statutory registers are updated to reflect any changes approved at the meeting.
EGMs and the Central Registers
If resolutions passed at an EGM result in changes to the company’s directors, shareholders, or other registrable particulars, the company must update the relevant registers. Since Singapore introduced the requirement for companies to maintain central registers of nominee directors and nominee shareholders, it is important to ensure that any changes flowing from EGM resolutions are reflected in these registers and notified to ACRA promptly.
Your company secretary plays a key role in ensuring these filings are completed on time and accurately. For more on the role of the company secretary in maintaining compliance, see our article on Singapore company compliance requirements.
Can an EGM Be Held Virtually?
Following legislative changes introduced during the COVID-19 pandemic and subsequently made permanent, Singapore companies may hold general meetings — including EGMs — by electronic means, provided their constitution does not prohibit it. Virtual or hybrid EGMs must still comply with all the same requirements regarding notice, quorum, voting, and minutes.
Directors should ensure that the technology platform used allows shareholders to participate effectively, ask questions, and vote in real time.
Common Mistakes to Avoid
Based on our experience assisting companies with corporate secretarial matters, here are some of the most common mistakes companies make when it comes to EGMs:
Insufficient notice. Failing to provide the required 14 or 21 days’ notice can render the resolutions passed at the meeting invalid.
Incorrect resolution type. Passing an ordinary resolution for a matter that requires a special resolution (or vice versa) is a serious procedural error.
Failure to file with ACRA. Special resolutions must be lodged with ACRA within the prescribed timeframe. Late filing attracts penalties.
Inadequate minutes. Poorly recorded or missing minutes can create legal complications if the validity of resolutions is later challenged.
Ignoring shareholder requisitions. Directors who fail to act on a valid Section 176 requisition within 21 days may face personal liability for the costs incurred by shareholders in convening the meeting themselves.
For more on common corporate secretarial mistakes and how to avoid them, see our article on avoiding fines from corporate secretarial mistakes in Singapore.
Conclusion
Extraordinary General Meetings are a vital part of corporate governance in Singapore. They provide the mechanism for shareholders to make important decisions outside the annual AGM cycle — from approving major transactions to resolving disputes between shareholders and the board.
Understanding the rules around who can call an EGM, the notice requirements, the types of resolutions, and the procedural steps is essential for every director and shareholder. Getting these details right ensures that your company’s decisions are legally valid and that you remain in compliance with the Companies Act and ACRA requirements.
If you need assistance convening an EGM, preparing the necessary documentation, or ensuring compliance with filing obligations, Raffles Corporate Services can help. Our corporate secretarial team has extensive experience guiding companies through general meetings and ensuring all statutory requirements are met.
— The Editorial Team, Raffles Corporate Services