If you and other shareholders together hold at least 10% of a Singapore company’s paid-up voting shares, you can requisition an extraordinary general meeting (EGM). Sign a requisition stating the business, deposit it at the registered office, and the directors must immediately proceed to convene the meeting, to be held within 2 months of receipt (section 176 of the Companies Act 1967). If they have not proceeded within 21 days of deposit, you can call the meeting yourselves, within 3 months, and the company must repay your reasonable expenses.
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.
Do you hold enough shares to requisition a meeting?
Several different thresholds sit in the Act, and shareholders often mix them up. The table sets out the main ones for a company with share capital.
| What you want | Who qualifies | Section |
|---|---|---|
| Force the directors to convene an EGM | Members holding at least 10% of the paid-up shares that carry a vote, counted at the date of deposit (treasury shares ignored) | s 176(1), (1A) |
| Call a meeting yourselves without first asking the directors | Two or more members holding at least 10% of issued shares (excluding treasury shares) | s 177(1) |
| Have a resolution and a statement of up to 1,000 words circulated for the next AGM | Members with at least 5% of the voting rights, or at least 100 members with an average of at least $500 paid up each; at the requisitionists’ expense unless the company resolves otherwise | s 183 |
| Require a meeting to lay the financial statements where no AGM is held | Any member or the auditor, by notice within 14 days after the documents were sent | s 203(4), (4A) |
Count from the register of members as at the day you deposit, not from an old shareholder list. For a private company the register is held electronically by ACRA, and our guide to inspecting company registers and minute books explains how to see it. The requisition can be several documents in the same form, each signed by one or more requisitionists, so shareholders can sign separately.
Holding less than 10%? Ask the board anyway, but your legal route is different: see our guides on court-ordered general meetings and the section 216 oppression remedy.
What must the requisition say?
Section 176(2) requires the requisition to state the objects of the meeting, be signed by the requisitionists and be deposited at the registered office. Use this checklist.
- The company name and UEN, and a heading stating that this is a requisition under section 176 of the Companies Act 1967.
- The exact wording of each resolution you want put to the meeting. Vague wording such as “to discuss the board” gives the directors room to draft something different.
- Whether each resolution is ordinary or special. A special resolution needs 75% of the votes cast, and an ordinary resolution a simple majority.
- The name, address, number of paid-up voting shares and signature of each requisitionist, and the date.
- A request that the notice of meeting be sent out immediately, and your preferred date range.
- Your contact details for correspondence.
The requisition gets you a meeting. It does not give you the votes to pass the resolutions, so count your support before you start. If the business is to remove a director, read our guide to removing a director first, because the procedure has its own requirements.
How should you deposit the requisition and prove it?
- Print and sign the requisition. Keep a complete copy.
- Deliver it to the company’s registered office as shown on ACRA’s record, by hand with a signed and dated receipt, or by courier with tracking.
- Send a covering copy to each director and the company secretary, marked “for information; deposited at the registered office on [date]”.
- Photograph the delivery, and keep the receipt or tracking record.
- Diarise day 21, the 2-month date and the 3-month date.
The deposit date matters because the statutory clock runs from it. If the registered office is unattended or the company secretary has gone quiet, document that you tried; see our guide on recovering control when a secretary stops responding.
What does the timetable look like from the requisitionists’ side?
| When | What should have happened | What you do |
|---|---|---|
| Day 0 | Requisition deposited | Record the date and send copies |
| Immediately | Directors must proceed duly to convene the EGM | Ask for the board meeting date and the draft notice |
| Within 21 days of deposit | Directors must have proceeded to convene | Check whether a valid notice has been sent to members |
| Day 22 onward, if no notice | You may convene it yourselves | Send notice in the same manner as the directors would |
| Within 2 months of receipt | An EGM convened by directors must be held | Attend and vote |
| 3 months from the date of deposit | Last day for a meeting you convened yourselves | Hold the meeting on or before this date |
The directors’ side of this timetable, including what the board must minute, is in our guide on what the board must do when it receives a requisition.
How do you call the meeting yourselves?
Section 176(3) says the requisitionists, or any of them holding more than half of the total voting rights of all the requisitionists, may convene the meeting in the same manner as nearly as possible as directors convene meetings. In practice:
- Check the notice period. At least 14 days’ written notice for an ordinary resolution (section 177(2)), or longer if the constitution says so. For a private company, a special resolution needs at least 14 days’ written notice specifying the intention to propose it as a special resolution (section 184(1)(a)).
- Get the members’ contact details. Notice must reach every member entitled to attend, in the way the constitution or the model constitution requires (section 177(4)). If the company will not give you the member list, see the ACRA register and ask the secretary in writing.
- Include the proxy statement. Every notice must carry a prominent statement that a member may appoint a proxy and that the proxy need not be a member (section 181(2)).
- Set the date inside the window. The meeting must not be held after 3 months from the date of deposit.
- Prepare to chair and count. Unless the constitution says otherwise, two members personally present form a quorum and the members present may elect the chair (section 179(1)). A poll can be demanded by members holding at least 5% of the voting rights (section 178).
- Record the meeting. Minutes must be entered in the minute book within one month and signed by the chair (section 188). Ask the company to enter them, and keep your own copy.
For the mechanics of notice, quorum and minutes, see our guide to running a general meeting. The general principles on EGMs are in our overview of when and how to call an EGM.
Can you recover your costs?
Yes, within limits. Section 176(4) says any reasonable expenses incurred by the requisitionists by reason of the directors’ failure to convene a meeting must be paid to them by the company. The company must then retain the sum from fees or other remuneration due to the directors in default. Keep receipts for venue hire, printing, courier and notice costs, and send the board an itemised claim. Only costs “by reason of” the failure are covered, so keep your own preparation and travel costs separate and expect the board to scrutinise anything unusual.
Example: three shareholders with 14%
Example only, not a client case. Three shareholders holding 6%, 5% and 3% of the paid-up voting shares of a private company want a new director appointed and the managing director’s fee reviewed. The three sign one requisition with two resolutions, both ordinary, and deposit it at the registered office on 5 May with a signed receipt. By 26 May, the 21st day, no notice has gone out. Their holdings add up to more than half of the requisitionists’ votes, so they convene the meeting. They send 14 days’ written notice to all members on 28 May, with the proxy statement, for a meeting on 15 June, well before 5 August (3 months from deposit). They keep the venue receipts and send an itemised expense claim to the board afterwards.
Frequently asked questions
Do we have to give reasons for the requisition?
No reasons are required, but section 176(2) requires you to state the objects of the meeting, meaning the business and the resolutions to be proposed.
Can the constitution raise the 10% threshold?
No. Section 176(1) applies despite anything in the constitution. The constitution may give additional rights, so read it, but it cannot take this one away.
Which shares count towards the 10%?
Paid-up shares carrying a right to vote at general meetings at the date of deposit, with treasury shares ignored. Non-voting shares do not count.
What if the directors call a meeting but on a different agenda?
Write to them promptly stating that the resolutions in your requisition must be put as drafted. The directors must proceed “duly” to convene the meeting, and for a special resolution the notice must meet the Act’s requirements (section 176(5)). Take advice quickly if the date or the agenda looks designed to frustrate the requisition.
Can we requisition a meeting to remove a director if we cannot win the vote?
You can, but a meeting is not a result. Count the votes first, check the constitution and any shareholders’ agreement, and consider whether another remedy fits better.
Need help with a shareholder requisition?
If you are preparing a requisition, or your company has received one, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133. We can check the shareholding against the register, prepare the requisition and notice of meeting, diarise the statutory dates and prepare the minutes and ACRA filings that follow the meeting.
Willie Tan, Raffles Corporate Services