Extraordinary General Meeting in Singapore: When, Why and How to Call One (2026)

Most Singapore company directors are familiar with the Annual General Meeting — the routine yearly gathering to lay financial statements and renew director appointments. Far fewer are equally comfortable with its less-scheduled counterpart: the Extraordinary General Meeting, or EGM.

Yet EGMs are often more consequential. They are called for urgent or significant decisions that cannot wait for the next AGM: removing a director, amending the company’s constitution, approving a major asset sale, or resolving a shareholder dispute. Getting the EGM procedure right matters — an EGM held without proper notice or quorum can result in invalid resolutions and, potentially, costly litigation.

This guide covers everything directors and shareholders need to know about calling, convening, and conducting a valid EGM under Singapore law in 2026.

What Is an EGM?

An Extraordinary General Meeting is any general meeting of shareholders that is not the Annual General Meeting. The term “EGM” is not defined in the Companies Act 1967 — it is simply any general meeting held outside of the regular AGM cycle. Companies may also refer to these as “special general meetings” or “extraordinary meetings of shareholders”.

Unlike the AGM, there is no fixed schedule for an EGM. It is called when circumstances require a shareholder decision that cannot wait. Common triggers include:

• Appointing or removing a director
• Amending the company’s constitution
• Approving a related-party transaction above the board’s authority threshold
• Approving a significant acquisition, disposal, or merger
• Changing the company’s name
• Reducing or altering share capital
• Approving a scheme of arrangement or restructuring plan
• Approving the conversion of the company from private to public (or vice versa)
• Resolving a deadlock or responding to a minority shareholder petition

Who Can Call an EGM?

Under the Companies Act, an EGM may be called by:

1. The Directors

The board of directors has the primary power to convene a general meeting. A board resolution to call an EGM is passed by simple majority at a board meeting or by written resolution of the directors. The board then instructs the company secretary to issue the notice of EGM to all members.

2. Members Holding 10% or More of Voting Shares

Under Section 176 of the Companies Act, one or more members holding at least 10% of the total paid-up share capital carrying voting rights may requisition the directors to call an EGM. The requisition must:

• Be in writing and signed by all requisitioning members
• State the objects (purpose) of the meeting
• Be deposited at the company’s registered office

If the directors fail to call the requisitioned EGM within 21 days of receiving the requisition, the requisitioning members may themselves call the EGM — to be held within 3 months of the requisition date.

3. The Court

Under Section 182 of the Companies Act, the court may order that a general meeting be called and conducted in any manner it thinks fit — for example, where it is impracticable to convene a meeting using the usual procedures, or where a member is being wrongly excluded from the meeting. A court-ordered meeting was the subject of the recent court article discussed in AGM Requirements for Singapore Companies.

Notice Requirements for an EGM

The same notice requirements that apply to an AGM apply to an EGM under Section 178 of the Companies Act:

• At least 14 days’ notice for an ordinary resolution
• At least 21 days’ notice for a special resolution

The notice must state:

• The date, time, and place of the EGM
• The business to be transacted — every item on the agenda
• The text of any special resolutions to be proposed
• The right of members to appoint a proxy (if applicable)

Short notice is permissible — i.e., less than the statutory minimum — but only with the consent of all members entitled to attend and vote (for private companies). A single dissenting member can prevent short notice from being validly given. Document short notice consent in writing before or at the meeting.

Quorum at an EGM

The quorum requirements for an EGM are the same as for an AGM: the default under the Companies Act is 2 members personally present, unless the company’s constitution specifies otherwise. If quorum is not present within 30 minutes of the scheduled start time, the EGM is adjourned to the same day and time the following week, at which point the members present (however few) constitute a quorum.

In two-shareholder deadlock situations — where one shareholder is boycotting meetings to prevent valid resolutions from being passed — the court may intervene to order that one member constitutes a quorum, or to otherwise facilitate the meeting. If you are facing a deadlock situation, you may need [legal advice on the options available](https://www.justfollowlaw.com) before resorting to court proceedings.

Resolutions at an EGM

As with the AGM, resolutions at an EGM may be ordinary (simple majority) or special (75% majority). The type of resolution required depends on the business being transacted:

Special Notice for Director Removal

The removal of a director under Section 152 of the Companies Act requires “special notice” — meaning a member wishing to propose such a resolution must give the company at least 28 days’ notice of the intention to propose it. The company must then give members notice of the proposed resolution as soon as practicable, and at least 14 days before the meeting. The director proposed to be removed is entitled to make written representations to members and to speak at the meeting.

Can an EGM Be Held Virtually or by Written Resolution?

Following amendments to the Companies Act that took effect during the COVID-19 pandemic and were subsequently made permanent, Singapore companies may hold general meetings fully virtually or in a hybrid format, provided the constitution permits it. Most modern company constitutions include provisions allowing virtual participation.

For private companies, it is also possible to pass resolutions without holding a meeting at all, by circulating a written resolution signed by all members entitled to vote. Written resolutions are practical and commonly used where all shareholders are involved in management and can sign quickly. However, note that certain resolutions — such as the removal of a director or auditor — cannot be passed by written resolution and require an actual meeting under Singapore law.

Minutes and Post-Meeting Obligations

As with the AGM, the company must prepare minutes of the EGM within one month and have them signed by the chairman. Minutes must be retained for at least 5 years and made available for member inspection. Any resolutions passed that require ACRA filing — such as a change of directors, amendment to the constitution, or change of company name — must be lodged with ACRA within the applicable filing deadline (typically 14 days for director changes, or on submission of the relevant form).

For directors managing a busy corporate calendar, the Singapore Company Compliance Calendar 2026 provides a comprehensive list of all filing deadlines throughout the year.

For the latest Singapore business and corporate governance updates, business owners and directors can find timely commentary and analysis.

Conclusion

An EGM is a powerful governance tool — and a potential liability trap if handled incorrectly. Directors who understand the notice requirements, quorum rules, and resolution thresholds can call EGMs confidently when circumstances require it. Shareholders who understand their right to requisition an EGM have a meaningful check on directors who fail to act on important matters.

At Raffles Corporate Services, our corporate secretarial team prepares all EGM documentation — notices, board resolutions to convene, member resolutions, proxy forms, and minutes — as part of our full corporate secretarial service.

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