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Duties of Company Secretary in Extraordinary General Meeting
Duties of Company Secretary in Extraordinary General Meeting

During the course of business activities of the company, a crucial business matter arises that cannot wait till the next Annual General Meeting (AGM). It needs to be resolved with the consent of shareholders.

 In such a situation, the company calls an EGM. The reasons for calling an Emergency General Meeting (EGM) include making changes to the company’s constitution, electing new directors or board members, etc.

 Singaporean companies can convey and hold an EGM at any time to resolve a critical business situation. The importance of the matter is such that it is the only item of discussion for EGM. No other items are considered and the deliberation is kept centered on the one specific matter.

 

Who Can Call an Emergency General Meeting

 Both company directors and its members can call an EGM. The members have two options for doing so. 

  1. A member having at least 10% of the voting shares can appeal to the directors to convene an EGM; or

  2. A group of two or more members collectively holding at least 10% of the issued shares can act and call an EGM

  3. The court can also order an EGM to overcome situations like lack of quorum required, deadlock in the day-to-day management

 

EGM Notice Period

 The company secretary of the Singapore company plays an important role in the convening an EGM. Under the option 2 (detailed above), the individual members have to notify all other members of the EGM which is a bit tricky.

 Normally, the option 1 is used for it and the board has to call on the secretary for services. The corporate secretary prepares and circulates a written EGM notice to the all concerned.

 

  • The secretary working for a Pte Ltd or public company has to allow for a minimum notice period of 14 days for ordinary resolutions.

  • For special resolutions, the secretary to a public company has to allow for the EGM notice period of a minimum of 21 days or as per its constitution.

  • The secretary can issue a shorter notice period if the members holding at least 95% of the total votes consent to it.

 

Duties of a Company Secretary Relating to Meetings

 

It is the duty of the corporate secretary to, 

  • Prepare the Agenda of EGM in con­sultation with the Chairman

  • Prepare and print notices of the EGM and the Explanatory Statement, proxy forms & admission cards.

  • Include information about the business matter the EGM is being called for, date, place, and time of the meeting.

  • Send the notice by the registered post, email, or publish it on their website if the company's constitution allows for it.

  • Collect admission cards at the gate of the meeting place

  • Prepare a list of proxies

  • Make sure of the quorum and read the notice of EGM

  • Supply documents & explanations if required by the chairman

  • Take notes of the proceedings of the meeting

  • Record the vote for or against the special resolution.

  • Prepare the minutes of the EGM and get the chairman's approval and sign

  • The company secretary must inform the ACRA by filing copies within 7 days of meeting

 

Well, you never know when you will need to hold an EGM for your small company. However, an experienced Singapore company secretary will see to it that it is well prepared for.

 

About Author:

SBS Consulting Pte Ltd, since 2010, is well-known for its corporate services. If you think you have reasons for calling an extraordinary general meeting for your company, give us a call on +65-6536 0036 or email us at [email protected] for more info.

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