EGM mechanics — resolutions, quorum and minutes — Costs and fees breakdown

EGM mechanics cover how an extraordinary general meeting is convened, the notice and quorum required, and how resolutions are passed in a Singapore private company. Convening an EGM is largely a cost of professional time, typically S$500 to S$2,000 for the secretary to prepare notices, resolutions and minutes.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

EGM mechanics: what an EGM is and when you need one

An extraordinary general meeting is any general meeting of members that is not the annual general meeting. Companies call an EGM when a decision cannot wait for the AGM or falls outside AGM business: approving a change of constitution, authorising a major transaction, removing or appointing a director, approving a share issue, or sanctioning a members’ voluntary winding up. In practice many private companies dispense with physical meetings altogether and pass written resolutions, but the mechanics of a properly convened EGM remain essential knowledge for any director or company secretary.

Notice, quorum and resolutions

The Companies Act 1967 sets the framework. Ordinary resolutions require a simple majority of more than 50% of votes cast, while special resolutions, needed for matters such as altering the constitution, require at least 75%. Notice periods follow the Act: an EGM at which an ordinary resolution is proposed generally requires at least 14 days’ notice, and a special resolution requires at least 21 days’ notice, unless members agree to shorter notice in the manner the Act permits. The default quorum for a meeting is two members present, subject to the company’s constitution, and a single-member company has its own quorum rule. Voting is by show of hands unless a poll is demanded, in which case votes are counted by shareholding.

For the alternative routine cycle, our cross-site comparison with AGM dispensation, extensions and virtual meetings explains when written resolutions and AGM dispensation are available instead.

Cost and process breakdown

Indicative 2026 figures:

• Secretary preparing EGM notice, resolutions and minutes: S$500 to S$2,000.
• Drafting a special resolution and lodging constitutional changes with ACRA: S$300 to S$1,000.
• Notice period: 14 days (ordinary) or 21 days (special), or shorter with the requisite member consent.

Where the resolution concerns a fund or family-office vehicle in the group, see our note on 13O to 13U transition mechanics. Companies authorising EGM resolutions to bring in overseas hires should also review EntrePass eligibility and renewal.

Step-by-step: convening an EGM

The board resolves to convene the EGM; the secretary issues notice to all members within the required period, stating the resolutions and whether they are ordinary or special; the meeting is held with a valid quorum; resolutions are put to the vote; minutes are recorded and signed; and any resolution requiring filing (such as a constitutional amendment or share allotment) is lodged with ACRA within the statutory deadline. Members holding the requisite percentage of shares can also requisition the directors to convene an EGM.

Common mistakes and gotchas

Watch for: giving the wrong notice period for a special resolution; an inquorate meeting whose resolutions are void; failing to lodge constitutional changes with ACRA on time; and confusing the majority needed, treating a special resolution matter as if a simple majority would do. Each can invalidate the decision.

Written resolutions as an alternative

Most private companies avoid the formality of a meeting by passing written resolutions. A written ordinary resolution is passed when members holding the required majority sign, and a written special resolution when 75% sign, removing the need to assemble a quorum physically. This is faster and cheaper, but some matters, and some constitutions, still require a meeting, so directors should check before assuming a written resolution will suffice. Where members are dispersed internationally, written resolutions are usually the practical default.

Minutes, filing and record-keeping

Whatever the route, the decision must be recorded. Minutes of an EGM, or the signed written resolution, form part of the company’s statutory records and must be retained. Resolutions that change the company’s position, altering the constitution, allotting shares, changing the company name, must be lodged with ACRA within the statutory deadline, and late lodgement attracts penalties. Good secretarial practice is to prepare the filing at the same time as the resolution so nothing is missed.

Worked example

A company needs to amend its constitution to introduce new share classes ahead of an investment. The secretary issues 21 days’ notice of an EGM proposing a special resolution, the meeting is held with the two-member quorum satisfied, the resolution passes with more than 75% support, minutes are signed, and the amended constitution is lodged with ACRA within the deadline. Secretarial cost for the exercise is around S$1,200. Had the company instead tried to pass it as an ordinary resolution on 14 days’ notice, the amendment would have been invalid.

Official resources

Authoritative sources for this topic include www.acra.gov.sg, sso.agc.gov.sg and www.iras.gov.sg.

FAQs

What majority does a special resolution need?
At least 75% of the votes cast. Ordinary resolutions need only a simple majority of more than 50%.

How much notice is required for an EGM?
Generally 14 days for an ordinary resolution and 21 days for a special resolution, unless members consent to shorter notice in the manner the Companies Act 1967 permits.

What is the quorum for an EGM?
The default is two members present, subject to the company’s constitution. A single-member company has its own quorum rule.

Can shareholders force an EGM to be held?
Yes. Members holding the requisite percentage of paid-up shares can requisition the directors to convene an EGM under the Companies Act 1967.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.