Extraordinary General Meeting Notice (Singapore)
NOTICE OF EXTRAORDINARY GENERAL MEETING
[Company Name]
(UEN: [Company UEN])
Registered Address: [Company Address]
Date of Notice: [Notice Date]
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of [Company Name] will be held as follows:
Date: [Meeting Date]
Time: [Meeting Time]
Venue: [Meeting Venue]
PURPOSE OF THE EGM
[Purpose Of EGM]
AGENDA
Ordinary Resolutions:
[Ordinary Resolutions]
Special Resolutions:
[Special Resolutions]
NOTES
- A member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote in their place. A proxy need not be a member of the Company.
- Proxy forms must be deposited at the Company’s registered address not less than 48 hours before the meeting.
- Special resolutions require the affirmative vote of at least 75% of the votes cast, in accordance with Section 184 of the Companies Act 1967.
- This notice is given pursuant to Section 176 of the Companies Act 1967 (Cap. 50).
By Order of the Board
[Convener Name]
[Convener Title]
[Company Name]
[Notice Date]
Director / Company Secretary
________________
Signature
What Is a Extraordinary General Meeting Notice (Singapore)?
An Extraordinary General Meeting Notice in Singapore communicates a required notification and the action or deadline that follows from it.
The notice requirements for an EGM are prescribed by Section 177 of the Companies Act 1967 (Cap. 50), which requires that at least 14 days' notice be given for an EGM (or 21 days if a special resolution is to be proposed). The notice must specify the place, date, and time of the meeting and the general nature of the business to be transacted. For special resolutions — which require a 75% supermajority vote under Section 184 of the Companies Act — the notice must state the intention to propose the resolution as a special resolution and set out the full text of the resolution.
Singapore's corporate governance framework, anchored by the Companies Act 1967 (Cap. 50) and the Code of Corporate Governance 2018 issued by the Monetary Authority of Singapore (MAS), imposes additional requirements on listed companies. The Singapore Exchange (SGX) Listing Rules, specifically Rule 704 (Mainboard) and Rule 704 (Catalist), require listed companies to announce the notice of EGM via SGXNet and to comply with the SGX's prescribed timeframes and disclosure requirements. Private companies limited by shares — which constitute the vast majority of ACRA-registered companies — are subject to the Companies Act requirements but not the SGX Listing Rules.
The Companies (Amendment) Act 2014 introduced significant reforms to Singapore's general meeting requirements, including provisions for electronic communication of notices under Section 387C and the conduct of virtual or hybrid general meetings. The COVID-19 (Temporary Measures) Act 2020 and subsequent legislative amendments permanently enabled companies to hold fully virtual general meetings, subject to constitutional provisions — a development that permanently changed how EGMs are convened and conducted in Singapore.
Section 392 of the Companies Act 1967 (Cap. 50) provides the court with power to validate proceedings at a general meeting notwithstanding procedural irregularities, but only where the irregularity is of a minor nature and no substantial injustice results. Failure to give proper notice of an EGM is generally treated as a substantive irregularity that the court will not overlook, making accurate and timely notice preparation essential to the validity of any resolutions passed at the meeting.
The Singapore Exchange (SGX) imposes additional EGM notice requirements on listed companies beyond the Companies Act minimums. SGX Listing Rule 730A requires listed companies to hold general meetings in Singapore unless the SGX grants a waiver. SGX Practice Note 7.5 prescribes the content of circulars accompanying EGM notices for interested person transactions, acquisitions, and disposals, requiring an independent financial adviser opinion and detailed disclosure of the transaction terms and rationale.
The Accounting and Corporate Regulatory Authority (ACRA) requires that special resolutions passed at EGMs be lodged with ACRA within 14 days of passage using the BizFile+ platform, together with a copy of the resolution text and a statutory declaration confirming the resolution was properly passed. Failure to file attracts late lodgement penalties under the Companies Act 1967 (Cap. 50). The ACRA BizFile+ system maintains a public record of all filed resolutions, accessible to shareholders, creditors, and the public as part of Singapore corporate transparency framework.
When Do You Need a Extraordinary General Meeting Notice (Singapore)?
An Extraordinary General Meeting Notice in Singapore is needed whenever a company must convene a general meeting to transact business that cannot wait until the next AGM and requires shareholder approval under the Companies Act 1967 (Cap. 50) or the company's constitution.
Directors must issue an EGM notice when proposing a special resolution requiring a 75% supermajority under Section 184 of the Companies Act. Common special resolution matters include amending the company's constitution (Section 26), changing the company name (Section 28), reducing share capital (Section 78C), approving a scheme of arrangement or amalgamation (Section 210), placing the company in voluntary liquidation (Section 290), and converting a private company to a public company or vice versa. Each of these actions requires a formal EGM convened with proper notice specifying the resolution text.
Shareholder requisitions under Section 176(1) of the Companies Act 1967 (Cap. 50) compel directors to issue an EGM notice. When shareholders holding at least 10% of the total voting rights deposit a written requisition at the company's registered office — stating the objects of the meeting and signed by the requisitioning shareholders — the directors must convene the EGM within 21 days and hold it within 2 months. Failure to comply entitles the requisitioning shareholders to convene the meeting themselves under Section 176(3), at the company's expense.
Director appointment and removal require an EGM when action is needed before the next AGM. Section 152 of the Companies Act permits shareholders to remove a director by ordinary resolution (simple majority) passed at a general meeting, notwithstanding any provision in the company's constitution or any agreement between the company and the director. Special notice of 28 days must be given to the company under Section 152(2) before the resolution to remove a director can be moved.
Major transactions in private companies — including the sale of substantially all company assets, the issuance of new shares requiring shareholder approval, and the entry into related party transactions exceeding the thresholds in the company's constitution — typically require EGM approval. Listed companies on the Singapore Exchange (SGX) must convene EGMs for interested person transactions exceeding the 5% threshold under Chapter 9 of the SGX Listing Rules.
Companies facing financial difficulties may need an EGM to approve a voluntary winding up under Section 290 of the Companies Act or a scheme of arrangement under Section 210. The Insolvency, Restructuring and Dissolution Act 2018 (IRDA) governs the procedural requirements for creditors' voluntary winding up, which requires both a shareholders' EGM and a creditors' meeting.
What to Include in Your Extraordinary General Meeting Notice (Singapore)
An Extraordinary General Meeting Notice in Singapore compliant with the Companies Act 1967 (Cap. 50), ACRA requirements, and — for listed companies — the SGX Listing Rules must contain the following essential elements.
Company identification must state the company's full registered name as recorded with ACRA, the Unique Entity Number (UEN), and the registered office address. For companies with multiple share classes, the notice must identify which class or classes of shareholders are entitled to attend and vote at the EGM.
Meeting logistics must specify the date, time, and venue of the EGM. For virtual or hybrid meetings conducted under Section 387C of the Companies Act 1967, the notice must include the electronic platform details, access credentials, and technical instructions for remote participation. The forms-legal.com EGM Notice template includes fields for both physical venue and virtual meeting details to accommodate all meeting formats permitted under Singapore law.
Notice period compliance is critical — Section 177(2) of the Companies Act requires at least 14 days' notice for an ordinary resolution EGM and at least 21 days' notice for a special resolution EGM. The notice period is calculated by excluding the day of service and the day of the meeting. Companies may specify longer notice periods in their constitutions, and the notice must comply with whichever period is longer.
Agenda and resolution text must describe each item of business to be transacted at the EGM with sufficient particularity to enable shareholders to make an informed voting decision. For special resolutions, Section 184 of the Companies Act requires the notice to state the intention to propose the resolution as a special resolution and to set out the complete text of the proposed resolution. Ordinary resolutions should also be set out in full text for clarity.
Explanatory notes should accompany each resolution, providing shareholders with the background, rationale, and implications of the proposed resolution. For listed companies, SGX Practice Note 7.5 requires detailed explanatory notes for each agenda item, including the directors' recommendation on how shareholders should vote. Private companies benefit from including explanatory notes to reduce post-meeting disputes about whether shareholders understood the resolution they voted on.
Proxy form details must inform shareholders of their right to appoint proxies to attend and vote on their behalf. Section 181 of the Companies Act 1967 gives every shareholder of a company with share capital the right to appoint a proxy, and the notice must state that a proxy need not be a member of the company. The proxy form must be deposited at the registered office at least 48 hours before the meeting (or such shorter time as the constitution permits). Companies with more than two members holding shares in the company must enclose a proxy form with the EGM notice.
Quorum requirements should be stated in the notice or the accompanying notes. Section 179 of the Companies Act provides that two members personally present constitute a quorum for a general meeting of a company having more than one member. The company's constitution may specify a higher quorum requirement, and the notice should reference the applicable quorum provision.
Director or convener authorisation must identify who is convening the EGM — typically a resolution of the board of directors, a requisitioning shareholder group under Section 176, or the court under Section 182 of the Companies Act. The notice must be signed by or on behalf of the convening party. For board-convened EGMs, the company secretary typically signs the notice on behalf of the board.
SGX disclosure requirements apply to listed companies and include: timely announcement of the EGM notice on SGXNet; a circular to shareholders containing the information prescribed by the SGX Listing Rules; an independent financial adviser's opinion for interested person transactions; and compliance with the moratorium periods for trading by insiders ahead of the EGM.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Extraordinary General Meeting Notice (Singapore) (Singapore) [Legal document template]. Forms Legal. https://forms-legal.com/singapore/business/corporate/extraordinary-general-meeting-notice-singapore
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title = {Extraordinary General Meeting Notice (Singapore) (Singapore)},
year = {2026},
howpublished = {\url{https://forms-legal.com/singapore/business/corporate/extraordinary-general-meeting-notice-singapore}},
note = {Free legal document template. Based on Companies Act 1967 (Cap. 50)}
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Frequently Asked Questions
The minimum notice period for an Extraordinary General Meeting in Singapore is prescribed by Section 177(2) of the Companies Act 1967 (Cap. 50). For an EGM at which only ordinary resolutions (requiring a simple majority of more than 50% of votes cast) are proposed, a minimum of 14 days' notice must be given. For an EGM at which a special resolution (requiring a 75% supermajority under Section 184) is proposed, a minimum of 21 days' notice is required.
The notice period is calculated by excluding both the day the notice is served and the day of the meeting itself. For example, if a 14-day notice is served on 1 March, the earliest date the EGM may be held is 16 March. A company's constitution may prescribe a longer notice period, in which case the longer period prevails. Shareholders holding at least 95% of the total voting rights may agree to short notice under Section 177(3), waiving the minimum notice period for any EGM except one proposing a special resolution to wind up the company.
Listed companies on the Singapore Exchange must also comply with SGX Listing Rule 704, which may impose additional notice and disclosure requirements beyond the Companies Act minimums.
Three categories of persons can convene an Extraordinary General Meeting under the Companies Act 1967 (Cap. 50).
Directors may convene an EGM at any time under Section 176 of the Companies Act. The decision to convene is typically made by a board resolution, and the company secretary issues the notice on behalf of the board. Directors have broad discretion to call an EGM whenever they determine that a matter requiring shareholder approval cannot wait until the next Annual General Meeting.
Shareholders holding not less than 10% of the total voting rights may requisition the directors to convene an EGM under Section 176(1). The requisition must state the objects of the meeting, be signed by the requisitioning shareholders, and be deposited at the company's registered office. Directors must convene the EGM within 21 days of receiving the requisition and hold it within 2 months. If directors fail to comply, Section 176(3) entitles the requisitioning shareholders to convene the EGM themselves, with reasonable expenses reimbursed by the company.
The court may order the convening of an EGM under Section 182 of the Companies Act where it is impracticable to call or conduct a meeting in the manner prescribed by the Act or the company's constitution. This power is exercised in situations such as deadlocked boards, disputes between equal shareholders, or where compliance with notice requirements is genuinely impossible.
An ordinary resolution requires a simple majority — more than 50% of the votes cast by shareholders present in person or by proxy and entitled to vote. Ordinary resolutions are used for routine matters such as appointing or removing directors under Section 152 of the Companies Act 1967 (Cap. 50), approving the payment of dividends, ratifying directors' actions, and approving interested person transactions that exceed the 5% threshold for listed companies.
A special resolution requires a 75% supermajority of votes cast at the meeting, as prescribed by Section 184 of the Companies Act. The notice convening the EGM must state the intention to propose the resolution as a special resolution and must be given at least 21 days before the meeting (compared to 14 days for an ordinary resolution). Special resolutions are reserved for fundamental corporate changes: amending the constitution (Section 26), changing the company name (Section 28), reducing share capital (Section 78C), converting between public and private company status, approving schemes of arrangement (Section 210), and placing the company into members' voluntary liquidation (Section 290).
A special resolution passed at an EGM must be filed with ACRA within 14 days of passage, together with a copy of the resolution, using the prescribed BizFile+ lodgement form. Failure to file attracts penalties under the Companies Act.
Singapore companies may hold fully virtual or hybrid Extraordinary General Meetings, subject to the Companies Act 1967 (Cap. 50) and the company's constitution. The COVID-19 (Temporary Measures) Act 2020 initially permitted virtual meetings as a temporary measure, and subsequent amendments to the Companies Act 1967 permanently enabled virtual and hybrid general meetings through Section 387C.
For a virtual EGM to be valid, the company's constitution must not prohibit virtual meetings. The meeting must provide shareholders with a reasonable opportunity to participate, ask questions, and vote in real time through the electronic platform. The notice of EGM must include the electronic platform details, login credentials, and technical instructions. Shareholders who experience technical difficulties must be provided with alternative means of participation or voting.
Listed companies on the Singapore Exchange must comply with SGX's guidance on the conduct of virtual general meetings, which requires real-time question-and-answer sessions, live voting, and the appointment of an independent scrutineer to validate electronic votes. The SGX Listing Rules require listed companies to webcast virtual meetings and to address all substantial questions raised by shareholders either during the meeting or subsequently via SGXNet announcement.
Private companies have greater flexibility in conducting virtual EGMs, but must still satisfy the fundamental requirements of proper notice, quorum, and the opportunity for shareholders to participate and vote on the resolutions proposed.
Failure to give proper notice of an EGM in Singapore renders the proceedings and any resolutions passed at the meeting voidable — meaning they can be challenged and set aside by the court. Section 392 of the Companies Act 1967 (Cap. 50) gives the court a limited power to validate proceedings notwithstanding procedural irregularities, but only where the irregularity is of a minor nature and no substantial injustice has been caused to any member.
Singapore courts have consistently held that defective notice is a substantive irregularity that the court will not excuse under Section 392 where shareholders have been deprived of the opportunity to attend and vote. In particular, failure to give the minimum 14-day or 21-day notice period, failure to specify the business to be transacted, or failure to enclose a proxy form are treated as defects going to the root of the meeting's validity.
A shareholder who was not properly notified may apply to the High Court under Section 392 to have the resolutions declared void. The court may also grant relief under Section 216 (oppression remedy) if the defective notice forms part of a pattern of conduct that is oppressive or unfairly prejudicial to the minority. Directors who knowingly convene an EGM with defective notice may face personal liability for any losses caused to the company or its shareholders.
Section 181(1) of the Companies Act 1967 (Cap. 50) gives every member of a company having a share capital the right to appoint a proxy to attend and vote at a general meeting on the member's behalf. The proxy need not be a member of the company. For companies with more than two members, the company must send a proxy form to every member entitled to attend the EGM, together with the notice of meeting.
The proxy form must be deposited at the company's registered office not less than 48 hours before the time appointed for holding the meeting, unless the company's constitution specifies a shorter period. The constitution cannot require deposit more than 48 hours before the meeting. A proxy form that does not comply with these requirements may be rejected by the chairman of the meeting.
For listed companies, the SGX Listing Rules and the Central Depository (Pte) Limited (CDP) require that proxy forms for depositors be submitted through the CDP system. Institutional investors and nominee companies may appoint multiple proxies, with each proxy entitled to vote a specified number of shares.
The Companies Act does not prescribe a specific format for the proxy form, but the form should identify the member, the proxy appointed, the meeting date and venue, and the resolutions on which the proxy is authorised to vote. Best practice — endorsed by the Securities Investors Association (Singapore) — is to include a two-way voting instruction allowing the member to direct the proxy to vote for or against each resolution.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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