- An EGM is any general meeting that is not your annual general meeting, called when a shareholder decision cannot wait for the next AGM.
- Directors can call one at any time, and shareholders holding at least 10% of paid-up capital can requisition one under Section 176 of the Companies Act 1967.
- Many decisions can skip the meeting entirely through a written resolution, so check whether you need an EGM at all before issuing notice.
A Singapore private company holds an extraordinary general meeting (EGM) for any shareholder decision that cannot wait for the annual general meeting, such as appointing or removing a director, changing share capital, or amending the constitution. Directors usually call it; members holding at least 10% of paid-up capital can requisition one, and many of these decisions can instead be passed by written resolution without a meeting at all.
This guide covers when an EGM is legally required and how to convene one correctly.
|
Factor |
Detail |
|
What it is |
Any general meeting that is not the AGM |
|
Who can call it |
Directors, or shareholders with at least 10% of paid-up capital |
|
Notice period |
At least 14 days for a private company |
|
Resolution thresholds |
Ordinary: more than 50%. Special: at least 75% |
|
Faster alternative |
A written resolution signed by the required majority, no meeting needed |
What is an extraordinary general meeting (EGM)?
An extraordinary general meeting is any general meeting of your shareholders that is not the annual general meeting. You call one when a decision needs shareholder approval before the next AGM comes around. The rules sit in the Companies Act 1967 (Division 3 on meetings and proceedings) and in your company’s constitution.
Shareholders exercise their voting power at the meeting, so it pays to understand shareholder rights before you convene one.
EGM vs AGM: What is the difference?
The AGM is your once-a-year statutory meeting, where shareholders deal with set matters like financial statements and director re-appointments. An EGM is any other general meeting, called for a specific decision. Many private companies can now dispense with the AGM under Section 175A, which makes the EGM the main forum for shareholder decisions during the year.
|
Feature |
AGM |
EGM |
|
Frequency |
Once per financial year, unless exempt |
As needed, at any time |
|
Trigger |
Statutory annual requirement |
A specific decision (director, share, or constitution change) |
|
Who can call it |
Directors |
Directors, or members holding at least 10% of paid-up capital |
|
When held |
Working days, business hours |
Any day, including weekends and public holidays |
|
Typical business |
Financial statements, re-appointments |
Ordinary or special resolution on the specific matter |
When does a Singapore company need to hold an EGM?
You need an EGM whenever a decision is reserved for shareholders and cannot wait for the AGM. The most common triggers for a private company are:
- Appointing or removing a director, especially when the board cannot agree.
- Allotting new shares, approving a buyback, or reducing share capital, often alongside share transfers.
- Amending the constitution or changing the company name.
- Approving a major transaction, or declaring dividends that need shareholder sign-off.
- Acting on a members’ requisition under Section 176 of the Companies Act 1967.
The requisition route matters in a dispute. Two or more shareholders holding at least 10% of paid-up capital can require the directors to convene an EGM. Say two co-founders fall out, and one wants to remove the other as director: the requisitioning shareholders submit a written request stating the resolutions, the directors then have 21 days to act, and the meeting must be held within two months. If the directors stall, the requisitionists can convene it themselves and recover reasonable costs.
If every shareholder is willing to sign, most decisions can pass by written resolution: no meeting, no notice period, no quorum to chase. Reach for an EGM when a shareholder might object, when the law requires a meeting, or when your constitution insists on one.
How do you call an EGM in Singapore?
Convening an EGM follows five steps under the Companies Act 1967 and ACRA’s Bizfile filing rules:
- Step 1: Pass a directors’ resolution to convene the meeting and set the agenda.
- Step 2: Issue written notice stating the date, time, venue, and the full text of each resolution.
- Step 3: Meet the quorum set by your constitution, then have the chairperson put each resolution to a vote.
- Step 4: Pass each resolution at the required threshold: ordinary (more than 50%) or special (at least 75%).
- Step 5: File the resulting changes with ACRA, and lodge a copy of any special resolution within 14 days.
A private company gives at least 14 days for both ordinary and special resolutions; a public company needs 21 days for a special resolution. You can hold the meeting on shorter notice if members holding at least 95% of the voting rights agree.
|
Resolution type |
Votes required |
Notice (private company) |
Typical use |
|
Ordinary |
More than 50% |
At least 14 days |
Appointing a director, routine approvals |
|
Special |
At least 75% |
At least 14 days |
Constitution changes, name change, capital reduction |
Can a written resolution replace an EGM?
Most private company decisions can be passed by written resolution, which removes the need to hold a meeting at all. Sections 184A to 184F of the Companies Act 1967 let shareholders approve matters in writing: an ordinary resolution still needs more than 50% of eligible votes, and a special resolution still needs at least 75%. Resolutions can be signed using electronic signatures, which are valid in Singapore.
Written resolutions suit a clean cap table where shareholders agree. A meeting still makes sense when a shareholder may object, when minority members want their say on record, or when the constitution requires one.
What happens if you get an EGM wrong?
Get the notice, quorum, or filing wrong and the resolutions passed at your EGM can be challenged or treated as invalid. The usual failure points are:
- Invalid or short notice. A capital reduction passed on 10 days’ notice can be set aside if a shareholder objects.
- No quorum. If the minimum number of voting members is not present, the meeting and its resolutions are void.
- Wrong resolution type. Using an ordinary resolution where a special one is required leaves the decision open to challenge.
- Late ACRA lodgement. A special resolution must reach ACRA within 14 days; late filing risks penalties and, in serious cases, director liability.
Fixing a void resolution usually means convening another meeting and restarting the notice clock, exactly the delay an urgent decision cannot afford. ACRA publishes current late-filing penalty bands on its enforcement pages, and they rise with the delay.
How Sleek helps you hold a valid EGM
Sleek’s corporate secretary team handles the full EGM cycle: drafting notices and resolutions, confirming quorum and thresholds, and lodging the outcome with ACRA on time. Corporate secretary support starts from S$350 per year, and the Professional tier covers share allotments, transfers, dividends, and constitution changes. Prices may vary with current promotions. Check the latest on the relevant page.
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FAQs about EGM in Singapore
What is the difference between an AGM and an EGM in Singapore?
An AGM is the once-a-year statutory meeting covering matters like financial statements and director re-appointments. An EGM is any other general meeting, called when a specific decision needs shareholder approval before the next AGM. A private company that has dispensed with its AGM under Section 175A relies on EGMs or written resolutions instead.
Who can call an EGM in Singapore?
Directors can convene an EGM whenever a matter needs shareholder approval. Shareholders holding at least 10% of paid-up capital can also requisition one under Section 176. Once a valid requisition arrives, directors have 21 days to act and must hold the meeting within two months. If they fail, the requisitioning shareholders can convene it and recover reasonable costs from the company.
Do I need a physical EGM, or can I use a written resolution?
Both routes are valid for most private company decisions. A written resolution signed by the required majority, more than 50% for ordinary and at least 75% for special, removes the need to meet. Sections 184A to 184F set out the rules. A meeting still makes sense when a shareholder may object, or your constitution insists on one.
What is the notice period for an EGM in Singapore?
A private company must give at least 14 days’ written notice for both ordinary and special resolutions; public companies need 21 days for a special resolution. The notice states the date, time, venue, and full text of each resolution. You can hold the EGM on shorter notice if members holding at least 95% of the voting rights agree.
