When an issue cannot wait until your company’s next Annual General Meeting (AGM), an Extraordinary General Meeting (EGM) is the mechanism Singapore law provides for shareholders and directors to convene and make binding decisions in between scheduled meetings. Whether you are seeking shareholder approval for a major acquisition, amending the company constitution, or removing a director, understanding how to properly call and conduct an EGM is essential for legal compliance and effective corporate governance.

This guide explains the EGM requirements under the Companies Act 1967 (Cap. 50), the procedures a Singapore private limited company (Pte Ltd) must follow, and the practical steps directors and company secretaries need to take. For broader compliance planning, an EGM fits into your annual calendar of corporate governance obligations.

What Is an Extraordinary General Meeting (EGM)?

An EGM is any general meeting of a company’s members that is not the Annual General Meeting. Under the Companies Act, an AGM is the regular meeting held each calendar year (within six months of the financial year end for most private companies), while an EGM is called on an as-needed basis to address specific matters requiring shareholder approval or notification.

EGMs are typically convened to pass resolutions on matters such as:

  • Approving a major acquisition, disposal or restructuring
  • Removing or appointing a director
  • Amending the company’s constitution
  • Authorising a share buyback or capital reduction
  • Approving a change of company name
  • Passing any special resolution requiring 75% shareholder approval
  • Issuing new shares beyond what directors are already authorised to allot

Who Can Call an EGM in Singapore?

The Board of Directors

Under Section 176 of the Companies Act, the directors may at any time convene a general meeting. This is the most common route — the board passes a resolution at a directors’ meeting (or by way of a written directors’ resolution) to hold an EGM, and the company secretary then issues the notice.

Shareholders Holding at Least 10% of Votes

Under Section 176(3) of the Companies Act, members holding not less than 10% of the total voting rights in the company may requisition the directors to call an EGM. The requisition must state the objects of the meeting and be signed by the requisitioning members. Upon receiving a valid requisition, the directors must convene an EGM within 21 days, to be held within two months of the requisition being deposited at the registered office.

If the directors fail to call the meeting within this timeframe, the requisitionists (or any one of them representing more than half of their total voting rights) may themselves convene the EGM.

The Court

Under Section 182 of the Companies Act, the Singapore High Court may order a general meeting to be called if it is impracticable to hold one in the manner prescribed by the Companies Act or the company’s constitution. This is typically used in cases of deadlock or when the company cannot reach quorum. If you need legal advice on a court-ordered meeting, early consultation is advisable.

Notice Requirements for an EGM

Proper notice is a fundamental requirement for a valid EGM. Under Section 177 of the Companies Act, a general meeting requires at least 14 days’ written notice for ordinary resolutions, and 21 days’ written notice for special resolutions (those requiring at least 75% of votes cast). Shorter notice is permitted if the company’s constitution allows it and all members entitled to attend and vote agree.

The notice must state:

  • The time, date and place of the meeting
  • The general nature of the business to be transacted
  • For special resolutions, the exact wording of the resolution
  • The right of members to appoint a proxy

The notice must be sent to all shareholders, directors and the company auditor (if any). In practice, most Singapore Pte Ltds use email or personal delivery to satisfy the notice requirement, provided the company’s constitution permits this. The notice period is calculated exclusive of the day of dispatch and the day of the meeting itself.

Quorum Requirements

An EGM cannot transact business without a quorum. The default quorum under the Companies Act for a company with more than one member is two members personally present. Many companies specify a higher quorum in their constitution — for example, a quorum of two shareholders together holding not less than 10% of paid-up share capital.

If a quorum is not present within half an hour of the scheduled start time, the meeting is typically adjourned (if called on members’ requisition) or dissolved (if called by the directors), depending on the company’s constitution. Directors should check the constitution carefully before proceeding.

Types of Resolutions Passed at an EGM

Ordinary Resolutions

Passed by a simple majority (more than 50%) of votes cast. Most routine EGM matters — such as appointing a new director, approving a related party transaction, or granting directors authority to issue shares — require only an ordinary resolution.

Special Resolutions

Passed by at least 75% of votes cast. Special resolutions are required for more significant constitutional changes, including amending the company’s constitution, changing the company name, and reducing share capital. Special resolutions must be lodged with ACRA via BizFile+ within 14 days of being passed.

Step-by-Step Guide to Calling an EGM

  1. Identify the purpose and resolution type. Determine what matter needs to be decided and whether it requires an ordinary or special resolution. Check your company’s constitution for any additional requirements.
  2. Pass a board resolution to convene the EGM. The directors pass a resolution (at a board meeting or by written resolution) authorising the EGM, fixing the date, time and venue, and approving the notice.
  3. Prepare and despatch the notice. The company secretary drafts the notice stating the business to be transacted, including the exact wording of any special resolution. Ensure the notice period is satisfied — at least 14 days for ordinary, 21 days for special resolutions.
  4. Hold the meeting. Confirm quorum at the start. The chairperson (typically the chairman of the board or a person elected by members present) presides. Business is conducted in the order set out in the notice.
  5. Vote on resolutions. Resolutions are put to a vote on a show of hands (unless a poll is demanded). The chairperson declares the result. For electronic meetings, voting is conducted via the platform in use.
  6. Prepare the minutes. Minutes of the EGM must be prepared and signed by the chairperson. Under Section 188 of the Companies Act, companies must keep minutes of all general meetings. These are part of the statutory records that every Singapore company must maintain.
  7. File any required documents with ACRA. Special resolutions must be filed with ACRA within 14 days via BizFile+. Changes to the company constitution must be lodged. Resolutions approving a new director or removal of a director must similarly be updated in ACRA’s register.

Can an EGM Be Held Virtually or by Written Means?

Yes. Singapore’s Companies Act, as amended, permits companies to hold general meetings by electronic means, provided members can participate, vote and submit questions. The COVID-19 legislative amendments were made permanent, and companies may now conduct fully virtual or hybrid EGMs. The constitution should be reviewed to ensure it does not restrict this mode of meeting.

For smaller private companies, shareholders may also pass resolutions without holding a meeting at all — by way of a written resolution signed by all members entitled to vote (Section 184A). This is common in Singapore Pte Ltds where all shareholders are known to each other and unanimous agreement is achievable, making a formal EGM unnecessary. However, this option is not available for resolutions removing a director or an auditor before the expiry of their term.

Common Mistakes to Avoid

  • Insufficient notice period: Giving only 10 days’ notice for a special resolution renders the meeting procedurally invalid.
  • Incorrect quorum: Assuming the minimum statutory quorum applies when the constitution specifies a higher threshold.
  • Failing to file special resolutions with ACRA: The 14-day lodgement window is strictly observed — late filing attracts penalties.
  • Inadequate agenda: Transacting business not stated in the notice can invalidate those resolutions.
  • No minutes prepared: Failing to maintain proper minutes is an offence under the Companies Act.

For AGM requirements and obligations more broadly, companies should ensure both their AGM and any EGMs are managed in accordance with their constitution and the Companies Act. For Singapore business news and regulatory updates relevant to directors, there are useful resources available online.

How Raffles Corporate Services Can Help

Our corporate secretarial team at Raffles Corporate Services manages the full EGM process for our clients — from preparing the directors’ resolution to convene, drafting the notice and agenda, facilitating the meeting, preparing the minutes, and filing all post-meeting documents with ACRA. A properly conducted EGM protects the company and its directors from procedural challenge and ensures corporate governance is maintained to the highest standard.

Sound financial planning and investment decisions at the board level depend on meetings that are properly convened and legally valid. If you are unsure whether a proposed EGM meets all statutory requirements, taking expert advice before the meeting is far less costly than resolving a dispute afterwards.

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