Short answer: Members holding at least 10% of the paid-up voting shares can requisition an extraordinary general meeting by signing a requisition stating its objects and depositing it at the registered office. The directors must convene the meeting, to be held no later than 2 months after receipt (Companies Act 1967, section 176). Separately, members can require a resolution to be circulated under section 183.
Key facts at a glance
- Threshold for an EGM requisition: members holding at least 10% of the paid-up shares carrying the right to vote, ignoring treasury shares (section 176(1) and (1A)). For a company without share capital, 10% of the total voting rights.
- The requisition must state the objects of the meeting, be signed by the requisitionists and be deposited at the registered office (section 176(2)).
- Directors must immediately proceed to convene the meeting, to be held as soon as practicable and not later than 2 months after the company receives the requisition (section 176(1)).
- If the directors do not proceed to convene a meeting within 21 days after the deposit, the requisitionists, or those holding more than 50% of the voting rights of all of them, may convene it themselves, and the meeting must not be held after 3 months from the date of deposit (section 176(3)).
- The company must reimburse the requisitionists’ reasonable expenses, and may recover them from the fees of the directors in default (section 176(4)).
- To circulate a resolution or a statement of up to 1,000 words, the threshold is 5% of the voting rights or 100 members with an average paid-up sum of at least $500 each (section 183).
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.
When shareholders want a meeting and the board will not call one, the Companies Act gives them a route that does not need a court order. This guide explains how to requisition an EGM in Singapore, what the directors must do on receipt, how a members’ resolution is circulated under section 183, and how the paperwork is prepared. It deals with procedure only; if the underlying issue is a dispute between shareholders, take legal advice from a Singapore solicitor.
What is an EGM requisition?
An EGM requisition is a written demand from members that the directors convene an extraordinary general meeting for stated business. It works despite anything in the company’s constitution, which is why it protects minority shareholders who cannot otherwise get a topic onto the agenda.
Section 176(1) says the directors, despite anything in the constitution, must on the requisition of the qualifying members immediately proceed duly to convene the meeting. Section 177(1) separately lets two or more members holding at least 10% of the issued shares (excluding treasury shares), or in a company without share capital at least 5% in number of the members, call a meeting themselves. Read the constitution, because it may give members wider rights, and then read both sections together.
What is the legal basis, and which route should members use?
There are three related routes. The table shows how they differ.
| Route | Who can use it | What it achieves | Section |
|---|---|---|---|
| EGM requisition | Members holding at least 10% of paid-up voting shares (treasury shares ignored) | Directors must convene an EGM within 2 months of receipt | 176 |
| Members calling a meeting | Two or more members holding at least 10% of issued shares (excluding treasury shares), or 5% in number of members where there is no share capital | Members themselves call the meeting | 177(1) |
| Circulation of members’ resolutions and statements | Members with at least 5% of voting rights, or 100 members with average paid-up sum of at least $500 | Company gives notice of a resolution for the next AGM and circulates a statement of up to 1,000 words | 183 |
The route that suits depends on the goal. A requisition forces a meeting. A section 183 requisition puts an item on the agenda of the next AGM, or seeks agreement to a written resolution, and circulates the members’ statement at the requisitionists’ expense unless the company resolves otherwise.
What are the steps to requisition an EGM?
The steps below follow section 176. Members should keep proof of every step, because the timeline starts on deposit.
- Confirm the shareholding from the register of members. The requisitionists must together hold at least 10% of the paid-up shares carrying voting rights on the date of deposit.
- Draft the requisition. It must state the objects of the meeting, be signed by the requisitionists, and may consist of several documents in like form, each signed by one or more requisitionists.
- Deposit it at the registered office of the company and keep proof of delivery (section 176(2)).
- The directors must immediately proceed to convene the meeting, to be held as soon as practicable and not later than 2 months after receipt (section 176(1)).
- If the directors do not proceed to convene a meeting within 21 days after the deposit, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may convene it in the same manner as nearly as possible. The meeting must not be held after 3 months from the date of deposit (section 176(3)).
- The company pays the requisitionists’ reasonable expenses caused by the directors’ failure, and recovers the sum from the fees or remuneration due to the directors in default (section 176(4)).
A meeting at which a special resolution is to be proposed is deemed not duly convened by the directors if they do not give the notice the Act requires for special resolutions (section 176(5)). Notice of the meeting must still follow section 177(2) and section 184: at least 14 days for ordinary business, and 14 days for a private company or 21 days for a public company where a special resolution is proposed. Our guide to calling a meeting at short notice explains when shorter notice is valid.
What is the registered office’s role?
Deposit at the registered office is the Act’s test (section 176(2)), so a company should assume that time runs from the day the requisition is left there, whether or not the directors have seen it. The company therefore needs a mail process that reaches them quickly. See our guide to service of documents at the registered office.
If your company uses a registered office provider, ask it to flag any letter that mentions “requisition”, “EGM” or “section 176” the same day. A delayed hand-over uses up part of the 21 days.
How do members get a resolution or statement circulated under section 183?
Section 183 requires the company to give members notice of a resolution that may properly be moved at the next AGM, or for which agreement is sought by written means, and to circulate a statement of up to 1,000 words on any proposed resolution or business at any general meeting. The requisition must come from members representing at least 5% of the voting rights, or from at least 100 members with an average paid-up sum of at least $500 each (section 183(1) and (2)).
The company need not act unless a signed copy of the requisition is deposited at the registered office not less than 6 weeks before the meeting for a requisition requiring notice of a resolution, or not less than 1 week before the meeting for any other requisition, and a sum reasonably sufficient for the expenses is deposited or tendered with it (section 183(4)). If an AGM is called for a date 6 weeks or less after the deposit, the deposit is deemed in time. Expenses are borne by the requisitionists unless the company otherwise resolves (section 183(1)).
Which documents are needed?
| Document | Who prepares it | Notes |
|---|---|---|
| Signed requisition stating the objects of the meeting | Requisitionists | Must be signed by the requisitionists and deposited at the registered office |
| Evidence of shareholding | Requisitionists, checked against the register of members | 10% of paid-up voting shares at the date of deposit; treasury shares disregarded |
| Proof of deposit | Requisitionists | Starts the 21-day period |
| Notice of meeting and proposed resolutions | Company secretary for the directors | Follow sections 177(2) and 184 for notice and special resolutions |
| Statement of up to 1,000 words (section 183) | Requisitionists | Circulated at their expense unless the company resolves otherwise |
| Minutes and attendance record | Company secretary | Record who attended, votes and outcomes |
How long does it take, and what does it cost?
The Act fixes the outer limits, not the cost. The table sets out the periods that apply to a section 176 requisition.
| Step | Period |
|---|---|
| Directors to convene after deposit | Immediately; failing which, requisitionists may act after 21 days (section 176(3)) |
| Meeting called by the directors | As soon as practicable; no later than 2 months after receipt (section 176(1)) |
| Meeting called by requisitionists | Not after 3 months from the date of deposit (section 176(3)) |
| Notice of the meeting | At least 14 days (section 177(2)); special resolutions as in section 184 |
| Resolution circulation requisition (section 183) | Deposit at least 6 weeks before the meeting for a resolution; 1 week for other requisitions |
The company bears the requisitionists’ reasonable expenses under section 176(4), but legal fees depend on the lawyer you instruct. We do not quote them.
What does the company secretary prepare, and when is a solicitor needed?
The company secretary checks the formalities and prepares the convening documents. A solicitor is needed where the requisition is contested or the issue is a dispute.
- Company secretary: log the date of deposit, check the register of members and the 10% threshold, draft the notice and agenda, calculate the 21-day and 2-month dates, and prepare the minutes.
- Directors: convene the meeting promptly, because delay triggers the members’ right to convene it and the cost consequences.
- Solicitor: advise if the requisition’s validity is disputed, or if it is part of a wider shareholder dispute. Proceedings are conducted by a Singapore Advocate and Solicitor.
What are the common mistakes?
- Counting treasury shares towards the 10% threshold, when section 176(1A) disregards them.
- Leaving the requisition unsigned, or failing to state the objects of the meeting.
- Depositing the requisition elsewhere than the registered office.
- Directors treating the 2 months as a deadline to call rather than to hold the meeting.
- Giving less than the notice the Act requires for a special resolution, which section 176(5) treats as not duly convened.
- Assuming the section 183 right to circulate a statement lets members call a meeting; it does not.
For the statutory text, see section 176, section 177 and section 183 of the Companies Act 1967. For how an EGM runs once called, see our guide to extraordinary general meetings, and for a related deadlock issue see deadlocked boards and court solutions.
Frequently asked questions
How many shareholders are needed to requisition an EGM in Singapore?
Members holding at least 10% of the paid-up shares carrying the right to vote, excluding treasury shares (section 176(1) and (1A)).
How long do directors have to call the meeting?
They must proceed immediately, and the meeting must be held as soon as practicable and no later than 2 months after receipt (section 176(1)).
What if the directors ignore the requisition?
After 21 days from deposit, the requisitionists, or those holding more than 50% of the voting rights among them, can convene the meeting themselves, and it must be held within 3 months of the deposit (section 176(3)). The company reimburses their reasonable expenses (section 176(4)).
Can members put their own resolution on the agenda of the AGM?
Yes, under section 183, if they meet the 5% or 100-member threshold and deposit the requisition at least 6 weeks before the meeting with a sum for expenses.
Where must the requisition be delivered?
At the registered office of the company (sections 176(2) and 183(4)).
Do I need a lawyer to requisition an EGM?
Not for the procedure. If the matter is contested, proceedings are conducted by a Singapore Advocate and Solicitor.
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 27 October 2026. The Editorial Team, Raffles Corporate Services.
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