Whenever it is impossible for the company to allow a major issue to go unmentioned until the next AGM to be held, the Articles of Association of the company provide an avenue for holding general meetings other that AGMs for the discussion of special business matters. Such meetings are known as extraordinary general meetings.
An extraordinary general meeting (EGM) is a meeting held among the official body of the members of an organisation, shareholders of a company, or employees. A company secretary may assist in the administrative procedures of arranging and hosting the EGMs.
An extraordinary general meeting of the company takes place at irregular times whenever the board considers such a measure to be suitable.
The rules for conducting an EGM and the options involved in altering a resolution at an EGM as well as taking votes from proxies will vary depending on the type of organisation. An EGM is called to handle matters having to do with the administration of a company’s affairs and requires the consent of the members involved.
An EGM is called to deal with any of the following:
Step 1: Agree on agenda of meeting
Before the EGM takes place, the board of the organisation will have agreed on more than one resolution that will be put to consideration before approval at the EGM.
Extraordinary general meetings can take place on any day, including public holidays, or at any time. EGM are called either by the board of directors, members, or even the court on rare occasions.
Step 2: Sending notice to all stakeholders
The wording of the decision is sent to the shareholders and members with a note about its importance.
In a private company in Singapore, the minimum notice period for EGMs related to all resolution is 14 days. The same is true of public companies and EGMs related to ordinary resolution; however, EGMs in public companies which are related to special resolutions have a minimum notice period of 21 days.
The reason for this is that the board is known to have a better knowledge about the situation, and the resolution is in effect for the ideal solution although it might not be the interests of shareholders and members.
Step 3: Conducting the EGM
Usually, during an EGM, the chairperson of the EGM reads out the resolution and recommends the resolution to those who are present in the meeting approval.
Step 4: Concluding the EGM
The chairperson also takes questions about the decision, supervises the vote from those present, and declares the result of the vote.
Regardless of when the company is to hold an EGM, many people nevertheless choose to start a company in Singapore. If such is your intent, we at Paul Hype Page & Co can be of assistance to you. We will work with you throughout the process of incorporation so that you will best understand how to set up your own Singapore company.
Step 5: After the EGM
Typically, the outcome of a voting session during an Extraordinary General Meeting (EGM) is disclosed at the conclusion of the meeting. As a result, the passing or rejection of resolutions is generally known by the end of the EGM.
However, in certain cases, additional steps need to be taken following an EGM to formalize the approved resolution(s).
For instance, if a company undergoes voluntary winding up through the passage of a special resolution at an EGM, it is necessary to lodge a copy of the special resolution with the Accounting and Corporate Regulatory Authority (ACRA) within 7 days.
Additionally, within 10 days, a notice of the same resolution must be published in at least one newspaper in Singapore. Only after completing these steps can the directors appoint a liquidator to initiate the voluntary winding up process.