An Extraordinary General Meeting (EGM) is a formal meeting of a company’s shareholders convened outside the regular cycle of Annual General Meetings (AGMs). In Singapore, EGMs are governed by the Companies Act 1967 and play a critical role in corporate governance — they are the mechanism through which directors and shareholders make urgent or significant decisions that cannot wait for the next AGM. Whether you are a director, shareholder, or company secretary, understanding when an EGM is required, how to convene one properly, and what happens if the rules are not followed is essential knowledge for any Singapore company.

This guide covers the legal framework for EGMs under Singapore law, the procedural requirements for calling and conducting an EGM, the most common reasons EGMs are convened, and the practical steps involved in organising one correctly.

What Is an EGM and When Is It Required?

An EGM is any general meeting of a company’s members other than an AGM. While an AGM is held annually (typically to approve financial statements, declare dividends, re-elect directors, and appoint auditors), an EGM can be convened at any time to address matters that require shareholder approval but are too urgent or significant to defer to the next scheduled AGM.

Common reasons for calling an EGM include: passing a special resolution to amend the company’s constitution; approving a major transaction such as an acquisition, disposal, or merger; issuing new shares outside an existing general mandate (which requires shareholder approval under Section 161 of the Companies Act); removing a director by ordinary resolution under Section 152; approving a reduction of share capital; authorising a share buyback mandate; and approving related-party transactions that require shareholder consent under the Companies Act or the company’s constitution.

Unlike AGMs, which are mandatory for most companies, EGMs are convened on an as-needed basis. There is no statutory requirement to hold an EGM unless a specific trigger event arises.

Who Can Call an EGM?

The Board of Directors

The most common scenario is that the board of directors convenes an EGM by passing a board resolution to that effect. The directors determine the agenda, fix the date, and issue the notice to members. This is the standard pathway for EGMs called to approve transactions, issue shares, or make constitutional amendments proposed by the board itself.

Shareholder Requisition Under Section 176

Under Section 176 of the Companies Act, members holding not less than 10% of the paid-up capital of the company (or, in the case of a company without share capital, not less than 10% of the total voting rights) may requisition the directors to convene an EGM. The requisition must state the objects of the meeting and be signed by all requisitioning members. Upon receipt, the directors must convene the EGM within 21 days of the deposit of the requisition, and the meeting must be held within 28 days of the notice being issued.

If the directors fail to convene the meeting within 21 days of receiving the requisition, the requisitioning members may convene the meeting themselves under Section 177, recovering reasonable expenses from the company.

Court-Ordered EGM

A court may order that an EGM be convened under Section 182 of the Companies Act if, for any reason, it is impracticable to call or conduct a meeting in the manner prescribed by the Companies Act or the company’s constitution. This provision is often invoked in shareholder disputes or deadlock situations where one party is blocking the convening of a necessary meeting. If you find yourself in a situation where an EGM cannot be called through normal channels due to a dispute, you may need legal advice on your options.

Notice Requirements for an EGM

Proper notice is one of the most critical procedural requirements for an EGM. Inadequate notice can render the resolutions passed at the meeting invalid, exposing the company and its directors to legal challenges. The Companies Act sets out the minimum notice periods as follows:

For a private company, at least 14 days’ notice must be given for an EGM to pass an ordinary resolution, and at least 14 days’ notice to pass a special resolution. A special resolution requires at least 75% of the votes cast to be in favour.

For a public company, at least 14 days’ notice is required for ordinary resolutions, and at least 21 days’ notice for special resolutions.

Shorter notice is permitted if all members entitled to attend and vote agree in writing. This means that for a private company with a small number of shareholders, it is often possible to convene an EGM at very short notice if all shareholders consent.

What the Notice Must Contain

The notice of EGM must specify the date, time, and place (or means of virtual attendance) of the meeting, the general nature of the business to be transacted, and the full text of any special resolution to be proposed. For resolutions to remove a director, the notice must comply with the additional requirements under Section 152, including giving the affected director the right to make representations.

The notice must be sent to every member whose name appears on the register of members, to every director, and to the company’s auditors (who are entitled to attend and be heard at meetings at which any part of the financial statements is considered). Delivery is typically by post or electronic means as specified in the company’s constitution.

Quorum Requirements

A quorum — the minimum number of members who must be present for the meeting to be valid — is required for an EGM. The default quorum for a private company under the Companies Act is two members present in person or by proxy. However, the company’s constitution may specify a higher or lower quorum (but not below two).

If a quorum is not present within 30 minutes of the scheduled start time, the meeting may be adjourned in accordance with the provisions of the constitution. The adjourned meeting typically requires the same quorum unless the constitution states otherwise.

Voting at an EGM

Resolutions at an EGM are passed either by ordinary resolution (simple majority of votes cast) or special resolution (at least 75% of votes cast). The Companies Act specifies which decisions require a special resolution — these include amendments to the company’s constitution, changes to the company’s name, reductions of share capital, and voluntary winding up.

Members who cannot attend in person may appoint a proxy to vote on their behalf. Under Section 181 of the Companies Act, every member has the right to appoint up to two proxies, unless the constitution specifies otherwise. For decisions that attract strong opposing views — particularly in shareholder disputes — the question of who can vote and how proxies are counted can be pivotal. In contentious situations, directors should seek legal advice on the voting procedure before proceeding.

Virtual and Hybrid EGMs

Since the COVID-19 pandemic, Singapore companies have had the option to hold meetings by electronic means under the COVID-19 (Temporary Measures) Act and subsequent legislative amendments. While the specific COVID-era provisions have lapsed, the Companies Act now accommodates virtual and hybrid meetings, subject to the company’s constitution. Many companies have updated their constitutions to permit fully virtual or hybrid EGMs as a permanent feature.

If your company has not yet updated its constitution to address virtual meetings, it is worth considering a constitutional amendment — itself passed at a general meeting — to add this flexibility. Our article on AGM requirements for Singapore companies discusses the procedural framework for general meetings in more detail.

After the EGM: Resolutions and Filings

After an EGM, the company secretary must prepare and circulate the minutes of the meeting within a reasonable time. Minutes must be kept at the registered office and are required to be available for inspection by members. Where a special resolution is passed — for example, amending the constitution or changing the company name — the resolution must be lodged with ACRA via BizFile+ within 14 days of its passing.

For constitutional amendments, the company must also lodge an updated copy of the constitution with ACRA. For share issuances approved at the EGM, a return of allotment must be filed within 14 days. For changes to the company name, ACRA will process the change upon receipt of the special resolution and updated name application.

Failure to file required resolutions and documents within the statutory timeframe is an offence under the Companies Act and may attract fines. Your company secretary is responsible for ensuring that all post-EGM filings are completed correctly and on time.

Common EGM Pitfalls to Avoid

Several common errors can invalidate an EGM or the resolutions passed at it. Inadequate notice period is the most common — always check the Companies Act and your constitution carefully, since some constitutions require longer notice periods than the statutory minimum. Failure to include the full text of a special resolution in the notice is another frequent mistake, as is failure to properly serve notices on all entitled members (including those whose contact details may be outdated in the register of members).

Quorum failures — where the required number of members is not present — are surprisingly common in companies with absentee shareholders. If the quorum is not met and the meeting cannot be adjourned effectively, the meeting lapses and must be called again.

In shareholder disputes, an EGM may be called in bad faith — for example, to remove a director or dilute a shareholder’s interest. If you suspect that an EGM has been or is about to be convened improperly, you should seek urgent legal advice as quickly as possible, as injunctions to restrain invalid meetings must be obtained before the meeting takes place.

Practical Checklist for Convening an EGM

Before convening an EGM, work through the following checklist with your company secretary. First, confirm the purpose and agenda of the EGM, and identify whether ordinary or special resolutions are required. Second, verify the required notice period under the Companies Act and the company’s constitution, and determine whether short notice consent from all members is feasible. Third, prepare the notice of EGM with all required particulars, including the full text of any special resolution. Fourth, ensure all members, directors, and auditors receive the notice through the correct channels by the required date. Fifth, prepare any supporting documents — for example, explanatory circulars for major transactions or constitutional amendments — that members need to make an informed decision. Sixth, confirm the quorum requirements and take steps to ensure sufficient members will attend or have appointed proxies. Seventh, after the meeting, prepare and circulate minutes promptly, and arrange for all statutory filings to be completed within 14 days.

Our board resolutions guide covers the parallel process for decisions made by the directors rather than the shareholders, and is a useful companion to this EGM guide.

For the latest information on Singapore corporate procedures and the Companies Act, the Companies Act 1967 is available in full on Singapore Statutes Online. For broader Singapore business news and regulatory updates, there are useful resources for directors navigating corporate governance requirements.

Beyond corporate compliance, sound financial planning and investment decisions are equally important for business owners managing both their company and personal financial health.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.

— The Editorial Team, Raffles Corporate Services