How to Hold Extraordinary General Meetings (EGMs) in Singapore
What makes an Extraordinary General Meeting (EGM) “extraordinary“?
As a small business owner, you would have heard of Annual General Meetings (AGMs) since every company is required to hold one every year, but may still be unsure about what an EGM is. Read on to find out more.
AGM vs EGM
The EGM is a company meeting convened in the event important business matters requiring shareholder approval surface. This is because some matters may require approval before the next AGM can be held, and it may not be advisable to wait until then.
In such situations, EGMs can be convened. Such agendas may include altering the company’s constitution, or an election for new directors or board members etc.
On the other hand, the AGM is a compulsory meeting for directors and shareholders of a company to present and decide on prescribed matters. Some of these compulsory matters stipulated in the Companies Act (CA) include:
- Directors presenting the company’s financial statements;
- Auditors reporting the financial statements to the members;
- Appointing or re-appointing an auditor for the next upcoming year.
AGMs must be held within 4 to 6 months of the company’s financial year end. You can learn more in our article on AGMs in Singapore.
Who Can Call an EGM?
The board of directors and members of the company may call an EGM. In fact, there are 2 options in which members may call for an EGM:
- Any members holding at least 10% of the total number of voting shares can call on the directors to convene an EGM; or
- 2 or more members holding at least 10% of the total number of issued shares can call an EGM.
Generally, the first option is preferred since it would be easier for the directors to notify and convene the meeting instead of having the individual members notify all other members under option (2).
The court also has the power to order an EGM, where it is “impracticable” to call or conduct a meeting in the usual manner. Some of the recognised situations include:
- The inability to meet quorum requirements;
- Deadlock in day to day management
Notifying the Company of an EGM
In order to successfully hold an EGM, the company is obliged to give written notice of the EGM to its members.
For private companies, a minimum notice period of 14 days is required for all meetings. However, for public companies, a notice period of 21 days is required for special resolutions, though the company’s constitution may provide for a different notice period.
|EGM Notice Period for Private Companies||EGM Notice Period for Public Companies|
|Ordinary Resolutions||14 days||14 days|
|Special Resolutions||14 days||21 days|
If your company finds the need to have a shorter notice period, it is possible if a majority of the members who together hold at least 95% of the total voting rights agree to it.
In the notice, sufficient information of the proposed business matter of the EGM must be provided. The date, place and time of the meeting should be clearly stated in the notice. The notice should also contain the agenda of the EGM to inform members of the business matters to be discussed at the meeting.
Such notices may be made by registered post. Otherwise, electronic transmissions such as emails or publication on the company’s website are acceptable. This is provided your company’s constitution expressly prescribed the use of such electronic transmissions.
Learn more about how to prepare an EGM notice (and purchase an EGM notice template) in our other article.
What Constitutes a Valid EGM?
In order for the EGM to be properly constituted, the quorum must be met. The quorum refers to the minimum number of members entitled to vote who must be present during the meeting. Most company constitutions would specify the quorum for meetings.
If the company constitution does not specify the quorum, the minimum number of members who must be present in person is 2, as stated in section 179(1)(a) of the CA.
After the EGM
The voting outcome of an EGM is generally revealed by the end of the meeting. Thus, whether or not the resolutions have been passed would be known by the end of the EGM.
However, for certain situations, there are steps to take after an EGM to make official the resolution(s) passed.
One example is when a company is wound up voluntarily by passing a special resolution at an EGM. A copy of the special resolution must be lodged with the Accounting and Corporate Regulatory Authority (ACRA) within 7 days.
Further, a notice of the same resolution must be published in at least one newspaper in Singapore within 10 days. Only then can a liquidator be appointed by the directors to commence voluntary winding up proceedings.
While running your business, you may need to convene an EGM to gather members of your company for discussion or decisions on matters. While you never know when you will need to call for an EGM, it is certainly helpful to keep in mind some of the issues and procedures illustrated in this article.
Understandably, calling and conducting an EGM may be confusing at times given the various ways to convene one, as well as ensuring that all the requirements are met. If you need further assistance in convening an EGM and/or preparing the resolutions to be passed during the EGM, you may wish to engage a corporate services firm.
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Managing Director vs CEO in Singapore: Roles and Obligations
- Guide to Directors' Remuneration in Singapore
- Directors' Duties in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- How to Remove a Director from a Company in Singapore
- Removal and Resignation of Company Auditor in Singapore
- Appointing a Company Secretary: Roles and Responsibilities
- Appointing an Authorised Representative for Foreign Companies in Singapore
- Process Agents in Singapore
- 2 Ways to Remove a Singapore Company Shareholder ASAP
- Guide to Paid-Up Capital in Singapore (Is $1 Enough?)
- Preparing a Register of Shareholders for a Singapore Company
- How to Issue Shares in a Singapore Private Company
- Guide to Transferring Shares in a Singapore Private Company
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- Shareholder Rights in Singapore Private Companies
- Shareholder Roles and Obligations in Singapore Companies
- Dividend Payments Guide for Singapore Business Owners
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- How to Reduce the Share Capital of Your Singapore Company
- Buy-Sell Agreements: How to Write & Fund Them in Singapore
- Oppression of Minority Shareholders
- Essential Regulatory Compliance Guide for Singapore Companies
- Dormant Companies and Their Filing Obligations in Singapore
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Legally Conducting Lucky Draws for Singapore Businesses
- Restaurant Inspection and Food Safety Rules in Singapore
- Does Your Company Need a Legal Team (In-House Counsel)?
- Acqui-Hiring of Singapore Companies: How Does It Work?
- How to Change the Name of Your Singapore Company
- Can Directors be Liable for Company Debts in Singapore?
- Company Loans to Directors/Shareholders in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- Creating and Registering Charges in Singapore: Guide for Companies
- Guide to Effective Business Continuity Planning in Singapore
- Business Asset Sale & Disposal in Singapore: How Do They Work?
- Business Partnership Disputes in Singapore: How to Resolve
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Record-Keeping Requirements for Singapore Companies
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- Minutes of Company Meeting in Singapore: How to Record
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Singapore Corporate Tax: How to Pay, Tax Rate, Exemptions
- Start-Up Tax Exemption Guide for New Singapore Companies
- GST Registration: Requirements and Procedure in Singapore
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Company Audits in Singapore: Requirements and Exemptions
- Suspect a PDPA Data Breach? Here's What to Do Next
- Must You Notify PDPC About a Data Breach in Your Business?
- Summary: Your Organisation's 10 Main PDPA Obligations
- Essential PDPA Compliance Guide for Singapore Businesses
- PDPA Consent Requirements: How Can Your Business Comply?
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- How Can Companies Dispose of Documents Containing Personal Data?
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- How to Legally Install CCTVs for Home/Business Use in Singapore
- Is Web Scraping or Crawling Legal in Singapore?
- Legal Options If Employees Breach Confidentiality in Singapore
- Your Guide to E-commerce Website Terms of Service in Singapore
- Dealing with Defamation of Your Business: Can You Sue?
- Sending Email Newsletters That Comply With Singapore Law
- A legal guide to drafting a social media policy for your company
- Your Guide to a Media Release Form in Singapore
- Your Guide to an Influencer Marketing Agreement in Singapore
- Outdoor Advertising: How to Legally Display Public Ads in Singapore
- Should You Save or Close Your Zombie Company in Singapore?
- Voluntary Suspension of Business in Singapore: How to Handle
- Winding Up a Singapore Company: Grounds and Procedure
- Closing Your Singapore Business: What You Need to Settle
- Striking Off a Company
- Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
- Dissolution of partnerships in Singapore
- What Should a Creditor Do When a Company Becomes Insolvent?
- How to File a Proof of Debt Against a Company in Liquidation
- Validation of Payments Made by Companies Being Wound Up