EGM mechanics: resolutions, quorum and minutes, frequently asked questions

An extraordinary general meeting (EGM) is any general meeting of a Singapore company other than the annual general meeting, called to deal with business that cannot wait, such as a special resolution, a director appointment or removal, or a constitutional amendment. Getting the notice period, quorum and minutes right under the Companies Act 1967 is what makes an EGM’s resolutions valid and enforceable.

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

What an EGM is

An EGM is convened outside the AGM cycle, typically by the directors, or by members holding a prescribed minimum percentage of voting shares who requisition one. Business at an EGM is decided by ordinary or special resolution depending on what the company’s constitution and the Companies Act 1967 require for that matter, for example most amendments to the constitution itself require a special resolution.

Who needs to run an EGM

Any Singapore private company facing a decision that cannot be left to the next AGM needs an EGM: a share allotment to a new investor, removal of a director, approval of a related-party transaction, or an urgent change to the constitution. Company secretaries typically drive the calling notice, quorum check and minute-taking, since defects in any of the three can leave a resolution open to later challenge.

Eligibility and quorum requirements

Quorum for a general meeting is set by the company’s constitution; where it is silent, the default position under the Companies Act 1967 applies. For a typical Singapore private company, a quorum of two members present in person or by proxy is common, though a single-member company can validly hold a meeting alone. Notice periods differ by resolution type, with special resolutions generally requiring a longer notice period than ordinary resolutions, subject to shorter notice being agreed by the requisite majority of members where the constitution and the Act allow it.

Cost and timeline

Preparing and running a straightforward EGM, including notice drafting, quorum management and minute preparation through a corporate secretarial provider, typically costs S$500 to S$1,500 depending on complexity, with more involved matters (such as a constitutional amendment tied to a shareholder agreement) costing more. From decision to hold the meeting to signed minutes, the process usually takes 2 to 4 weeks, driven mainly by the statutory or constitutional notice period rather than administrative work.

Step-by-step process

1. The board (or requisitioning members) decides to call the EGM and settles the resolutions to be proposed.
2. Notice is issued to all members within the notice period required by the constitution and the Companies Act 1967, specifying the resolutions and whether they are ordinary or special.
3. On the meeting date, the chairperson confirms quorum is met before any business is transacted.
4. Resolutions are put to a vote, by show of hands or poll as the constitution provides, and the results are recorded.
5. Minutes are prepared and signed, and any resolution requiring an ACRA filing (such as certain special resolutions) is lodged within the statutory filing window.

Common mistakes

The most common mistake is under-counting the notice period, especially when a company assumes a standard period applies without checking whether the constitution requires longer notice for a particular resolution. Companies also frequently fail to confirm quorum formally at the start of the meeting, which can undermine every resolution passed afterwards. A further recurring issue is treating minutes as optional paperwork rather than the primary evidence of what was resolved, which matters if a resolution is later challenged by a dissenting shareholder, as seen in recent Singapore case law on chairperson conduct at general meetings.

FAQs

How much notice is required for an EGM in Singapore?
It depends on the resolution type and the company’s constitution; special resolutions generally require longer notice than ordinary resolutions under the Companies Act 1967, though shorter notice can be agreed by the requisite majority where permitted.

What is the minimum quorum for an EGM?
The constitution sets quorum; a common default for private companies is two members present in person or by proxy, though a single-member company can hold a valid meeting alone.

Do EGM resolutions need to be filed with ACRA?
Certain resolutions, particularly special resolutions such as those amending the constitution, generally need to be lodged with ACRA within the statutory period; ordinary resolutions on routine business usually do not.

Can an EGM be held virtually?
Yes, provided the constitution permits it or the company has adopted the relevant enabling provisions; the chairperson still needs to confirm quorum and manage voting in the same way as a physical meeting.

What happens if minutes are not properly kept?
Poorly kept minutes weaken the evidential record of what was resolved and can expose the company to disputes if a shareholder later challenges the validity of a resolution or how a vote was conducted.

Related guides

For the related mechanics of constitutional changes often paired with an EGM, see our guide on constitution amendments and special resolutions. Companies comparing circular resolutions with a full physical meeting can also read circular resolutions vs board meetings in Singapore. Where an EGM follows a change in company ownership affecting pass-holding staff, see S Pass employer company name change: MOM filing required.

Authoritative references: ACRA, Singapore Statutes Online, IRAS.

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.