During an Extraordinary General Meeting (EGM), it is important that minutes of the meeting are properly kept to serve as records of its proceedings. This is because unless the contrary is proved, minutes that have been signed and entered into the company’s books provide conclusive evidence, in the event of a company dispute, that
- The EGM had been duly held and convened; and
- The proceedings of the EGM had been duly conducted.
This guide highlights the matters to take note of when taking and keeping EGM minutes.
Content of the EGM Minutes
The EGM minutes should include the following information
- The venue, date and time of the EGM.
- The names of the appointed chairman of the meeting, the directors, members, officers, and proxies present at the meeting to clearly record the persons in attendance.
- The record of members consenting to have received and read the EGM notice.
- That the requirement of a quorum of members is satisfied such that the EGM is properly constituted, and business can be lawfully transacted at the meeting.
- Details of resolutions taken at the meeting, including the subject matter, any questions asked and clarifications sought, and the number of votes for and against the resolution.
- Other matters discussed at the meeting.
- Any closing remarks, and the record of termination of the EGM when there are no further matters to discuss, to signify that the EGM is officially concluded.
Other stylistic guidelines can be found in our article on keeping minutes of company meetings.
Handling of the EGM Minutes
By when must the EGM minutes be prepared?
Under the Companies Act, minutes of the EGM have to be entered into minute books within 1 month of the meeting. The EGM minutes must be signed either by the chairperson of the EGM or by the chairperson of the subsequent meeting.
The failure to comply with these requirements will cause the company and any relevant officer to be liable to a fine of up to $2,000 as well as a default penalty.
Where should the EGM minutes be kept?
The minute books should be kept by the company at its registered office or its principal place of business in Singapore.
Do the EGM minutes need to be filed with ACRA?
Generally, it will not be necessary to file the EGM minutes with the Accounting and Corporate Regulatory Authority (ACRA). This is unless the minutes relate to a matter requiring a copy of the minutes to be lodged with ACRA.
For example, meeting minutes signed by a representative of a holding company which wholly owns a subsidiary, will need to be filed with ACRA within 14 days of being signed if the meeting involved the subsidiary passing a resolution that also needs to be filed with ACRA.
Inspection of Minute Books
The minute books must be open for inspection by any member of the company without charge.
If any member wishes to have a copy of the EGM minutes, he can make a request in writing to the company, and the company is obliged to furnish a copy within 14 days at a charge of up to $1 per page.
Should the company fail to furnish a copy of the minutes as requested, the company and any relevant officer will be liable to a fine of up to $400 as well as a default penalty.
Template for Minutes of EGM
In preparing the minutes of the EGM, you may wish to refer to a template that can be found here.
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For a guide on how to hold an EGM in Singapore, click here.