What is an Extraordinary General Meeting in Singapore, and why is it called?

The Extraordinary Shareholders’ Gathering is a corporate meeting called by shareholders when major company decisions require shareholder approval. Some issues may, in fact, require approval before the next Annual General Meeting. The agenda of the Extraordinary General Meeting may include the change of the company’s constitution as well as the election of new directors or board members.
An Extraordinary General Meeting is called to deal with any of the following:

➤ The removal of an officer
➤ A legal matter
➤ Any matter that cannot be continued until the next General Assembly

Thus, an Extraordinary General Assembly is held at random or critical times, when the Board of Directors deems it necessary. It is usually a situation that requires immediate attention from the company’s management.

What are the differences between an Extraordinary General Assembly and an Annual General Assembly?

On the one hand, an Extraordinary General Meeting is convened for urgent business reasons, so its purpose is to resolve urgent issues. This meeting is called by the company’s directors, members, and shareholders. During this meeting, the attendees are the directors, shareholders, and members of the board of directors. Moreover, the Extraordinary General Assembly can be held any day including weekends and public holidays. For this meeting to be validly constituted, it must reach a quorum. Finally, the minimum number of days’ notice for private companies is 14 days and 21 days for public companies.

On the other hand, an Annual General Meeting is convened for mandatory annual meetings, the purpose of which is to present the financial statements and approve other transactions of the company. This meeting is convened by the board of directors, and the officers and shareholders can intervene during this meeting. Unlike the Extraordinary General Assembly, this one must be held during working days at working hours. The resolution must be adopted in writing for this meeting to be validly constituted. Finally, the minimum notice period is 14 days.

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Who can call an Extraordinary General Meeting in Singapore?

An Extraordinary General Meeting can be called by the following groups of people:

1. Directors’ Board: Whenever the Directors’ Board deems it appropriate, it shall hold the company’s Extraordinary General Meeting.

2. Members: A member who individually holds at least 10% of the voting shares of the company or several members who hold it collectively may request the directors to convene an Extraordinary General Meeting.

3. Court: If the convening or holding of an Extraordinary General Meeting proves too difficult at any time, the court may order a company to hold one. Thus, if there is an impasse in the company’s day-to-day management or if the company has repeatedly failed to meet the quorum requirements, the court usually orders the Extraordinary General Meeting’s convening.

What are the steps to convene an Extraordinary General Meeting?

Step 1. Agree on the agenda for the meeting

Before the Extraordinary General Meeting takes place, the organization’s Board of Directors will have agreed on more than one resolution to be considered for approval.
Extraordinary General Meetings may be held on any day, including holidays, or at any time. Moreover, extraordinary General Meetings are convened either by the Board of Directors, by the members, or even by the court on rare occasions.

Step 2. Send the notice to all stakeholders

The text of the decision is sent to shareholders and associates with a note on its significance.
In a private company in Singapore, the minimum notice of meeting period for Extraordinary General Meetings related to any resolution is 14 days. The same applies to public companies and Extraordinary General Meetings related to the ordinary resolution. However, Extraordinary General Meetings in public companies that are linked to special resolutions have a minimum notice period of 21 days.
This is because the board is known to have better knowledge of the situation, and the resolution is indeed the ideal solution even if it might not be in the interest of the shareholders and members.

Step 3. Conducting the Extraordinary General Meeting

At an Extraordinary General Meeting, the chairperson of the Extraordinary General Meeting reads the resolution and recommends the resolution to those present for approval.

Step 4. Closing of the Extraordinary General Assembly

The chairman also answers questions about the decision, supervises the voting of those present, and announces the result of the vote. Regardless of when the company needs to hold an Extraordinary General Meeting, many people still choose to set up a company in Singapore.

How should the notice of the Extraordinary General Meeting be made?

Firstly, to successfully hold an Extraordinary General Meeting, the company is required to give the Extraordinary General Meeting’s written notice to its members. The notice period must be respected.

Secondly, in the notice, sufficient information on the Extraordinary General Meeting’s proposed business must be provided. Thus, the meeting’s date, place, and time must be clearly stated in the notice. The notice must also contain the Extraordinary General Assembly’s agenda to inform the business’ members to be discussed at the meeting. These notifications can be made by registered mail. Alternatively, electronic transmissions such as emails or publications on the company’s website are acceptable, provided that your company’s articles of association expressly prescribe the use of such electronic transmissions.

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When can you hold an Extraordinary General Meeting?

First of all, in many cases, the only time that officers and shareholders can meet is at the company’s Annual General Meeting, which is usually held once a year at a fixed date and time. The company’s first General Meeting must be convened within 18 months of its incorporation, and subsequent meetings must be convened within four or six months of the end of the company’s financial year, depending on whether the company is listed or not.

Secondly, Extraordinary General Meetings are held infrequently and on short notice to deal with situations that arise before Annual General Meetings. This is usually an urgent matter concerning the company’s management.

Finally, an AGM is held on any day other than a public holiday and only during business hours, while an Extraordinary General Meeting can be held on any day, including a public holiday, and at any time of the day.

How to form a valid Extraordinary General Assembly?

A quorum must be reached for the Extraordinary General Assembly to be validly constituted. The quorum refers to the minimum members’ number voting who must be present at the meeting. Most corporate constitutions specify a quorum for meetings.
Under Companies Act section 179(1), if the company’s articles of incorporation do not specify a quorum, the minimum number of members who must be present in person is 2.

What happens after the Extraordinary General Meeting?

The vote’s result of an Extraordinary General Meeting is usually revealed at the end of the meeting. Thus, whether or not the resolutions were passed would be known at the Extraordinary General Meeting’s end.

However, for certain situations, there are steps to be taken after an Extraordinary Shareholders’ Meeting to formalize the resolution passed.

Furthermore, a notification of the same resolution must be published in at least one Singapore newspaper within 10 days. Only then can the directors appoint a liquidator to commence voluntary liquidation proceedings.

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