If a company wants to hold an Extraordinary General Meeting (EGM), it has to send out a written notice to all its shareholders to inform them of the meeting. The notice period may differ between private and public companies.
If a private company would like to hold an EGM to pass an ordinary or special resolution, it must send out the notice of EGM with at least a 14-day notice period.
If a public company would like to hold an EGM to pass an ordinary resolution, it must send out the notice of EGM with at least a 14-day notice period.
If a public company would like to hold an EGM to pass an ordinary resolution, it must send out the notice of EGM with at least a 21-day notice period.
For example, if a private company would like to hold its EGM on the 30th of June, it must send out the notice informing its shareholders of the meeting by the 16th of June. The 14-day notice period will be from the 17th of June to the 30th of June.
The meeting can be convened with a shorter notice period provided it is agreed by a majority of shareholders holding at least 95% of the total voting rights. A letter of consent to short notice is usually obtained from these shareholders.
The EGM can be convened by
- The board of directors themselves; or
- The members of the company holding at least 10% of the total number of paid-up voting shares instructing the board of directors to do so; or
- Two or more members of the company holding at least 10% of the total number of issued shares, excluding treasury shares instructing the board of directors to do so.
The Notice of Extraordinary General Meeting should contain the following information:
- The venue of the EGM
- The date of the EGM
- The time of the EGM
- Who convened the EGM
- The nature of business that will be discussed at the EGM
- The option for shareholders to appoint proxies to represent themselves and to vote on the matters discussed
The company has to send the Notice for EGM in writing to every member of the company, regardless of whether they have voting rights at the meeting or not. The mode of delivery of the EGM notice should be spelt out in the company’s constitution. Typically the mode of deliveries are either by post or electronically. For delivery by post, the notice will be effective from the time of posting.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
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