Arrangements for meetings
173J.—(1) This section applies to the following types of meetings:(a)
an annual general meeting of a company;
(b)
an extraordinary general meeting of a company;
(c)
a statutory meeting of a company;
(d)
a general meeting of an amalgamating company mentioned in section 215C or 215D;
(e)
a meeting of a class of members of the company;
(f)
any of the following meetings ordered by the Court, if the Court so directs:(i)
a meeting ordered by the Court under section 182;
(ii)
a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210.
(2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —(a)
at a physical place;
(b)
at a physical place and using virtual meeting technology; or
(c)
using virtual meeting technology only.
(3) Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.
(4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —(a)
a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology;
(b)
a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology;
(c)
subject to paragraph (f), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company;
(d)
subject to paragraph (f), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company;
(e)
subject to paragraph (f), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company;
(f)
a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified —(i)
by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or
(ii)
if no method is so prescribed, by any method that the directors of the company may determine;
(g)
a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine;
(h)
a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(i)
a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(j)
a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine;
(k)
a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine;
(l)
a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine;
(m)
a reference in this Act to a document being available for inspection at a meeting includes making the document available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(n)
a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(o)
a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(p)
a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document —(i)
on a website; or
(ii)
by any other means that the company may by ordinary resolution determine; and
(q)
a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available —(i)
on a website; or
(ii)
by any other means that the company may by ordinary resolution determine.
(5) This section applies despite the provisions contained in a company’s constitution, except where —(a)
in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution —(i)
to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(ii)
to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(b)
in the case of a company incorporated on or after 1 July 2023 —(i)
the constitution of the company —(A)
excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)
excludes or modifies the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(ii)
the company at any time after its incorporation amends, alters or adds to its constitution —(A)
to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)
to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies.
(6) In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative.
(7) The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies.
(8) To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held —(a)
at a physical place and using virtual meeting technology; or
(b)
using virtual meeting technology only.[Act 17 of 2023 wef 01/07/2023]
—(1) This section applies to the following types of meetings:(a)
an annual general meeting of a company;
(b)
an extraordinary general meeting of a company;
(c)
a statutory meeting of a company;
(d)
a general meeting of an amalgamating company mentioned in section 215C or 215D;
(e)
a meeting of a class of members of the company;
(f)
any of the following meetings ordered by the Court, if the Court so directs:(i)
a meeting ordered by the Court under section 182;
(ii)
a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210.
(2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —(a)
at a physical place;
(b)
at a physical place and using virtual meeting technology; or
(c)
using virtual meeting technology only.
(3) Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.
(4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —(a)
a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology;
(b)
a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology;
(c)
subject to paragraph (f), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company;
(d)
subject to paragraph (f), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company;
(e)
subject to paragraph (f), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company;
(f)
a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified —(i)
by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or
(ii)
if no method is so prescribed, by any method that the directors of the company may determine;
(g)
a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine;
(h)
a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(i)
a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
(j)
a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine;
(k)
a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine;
(l)
a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine;
(m)
a reference in this Act to a document being available for inspection at a meeting includes making the document available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(n)
a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(o)
a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available —(i)
on a website during the meeting; or
(ii)
by any other means during the meeting that the company may by ordinary resolution determine;
(p)
a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document —(i)
on a website; or
(ii)
by any other means that the company may by ordinary resolution determine; and
(q)
a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available —(i)
on a website; or
(ii)
by any other means that the company may by ordinary resolution determine.
(5) This section applies despite the provisions contained in a company’s constitution, except where —(a)
in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution —(i)
to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(ii)
to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(b)
in the case of a company incorporated on or after 1 July 2023 —(i)
the constitution of the company —(A)
excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)
excludes or modifies the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
(ii)
the company at any time after its incorporation amends, alters or adds to its constitution —(A)
to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
(B)
to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies.
(6) In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative.
(7) The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies.
(8) To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held —(a)
at a physical place and using virtual meeting technology; or
(b)
using virtual meeting technology only.[Act 17 of 2023 wef 01/07/2023]
Statutory meeting and statutory report
174.—(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.(2) The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
(3) The statutory report must be certified by not less than 2 directors of the company and must state —(a)
the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
(b)
the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
(c)
an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
(d)
the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and
(e)
the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.[36/2014]
(4) The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
(5) The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
(6) The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting.
(7) The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the constitution may be passed.[36/2014]
(8) The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed and the adjourned meeting has the same powers as an original meeting.[36/2014]
(9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company.
(10) In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
—(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.
(2) The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
(3) The statutory report must be certified by not less than 2 directors of the company and must state —(a)
the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
(b)
the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
(c)
an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
(d)
the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and
(e)
the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.[36/2014]
(4) The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
(5) The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
(6) The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting.
(7) The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the constitution may be passed.[36/2014]
(8) The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed and the adjourned meeting has the same powers as an original meeting.[36/2014]
(9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company.
(10) In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
Annual general meeting
175.—(1) Subject to this section and section 175A, a company must hold, in addition to any other meeting, a general meeting of the company to be called the “annual general meeting” after the end of each financial year within —(a)
4 months in the case of a public company that is listed; or
(b)
6 months in the case of any other company.[Act 24 of 2025 wef 06/05/2026]
(2) The Registrar may extend the period mentioned in subsection (1)(a) or (b) —(a)
upon an application by the company, if the Registrar thinks there are special reasons to do so; or
(b)
in respect of any prescribed class of companies.[15/2017]
(3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company.
(4) Where a company fails to comply with subsection (1) —(a)
the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty; and
(b)
the Court may on the application of any member order a general meeting to be called.[Act 24 of 2025 wef 06/05/2026]
(5) The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both.[15/2017]
—(1) Subject to this section and section 175A, a company must hold, in addition to any other meeting, a general meeting of the company to be called the “annual general meeting” after the end of each financial year within —(a)
4 months in the case of a public company that is listed; or
(b)
6 months in the case of any other company.[Act 24 of 2025 wef 06/05/2026]
(2) The Registrar may extend the period mentioned in subsection (1)(a) or (b) —(a)
upon an application by the company, if the Registrar thinks there are special reasons to do so; or
(b)
in respect of any prescribed class of companies.[15/2017]
(3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company.
(4) Where a company fails to comply with subsection (1) —(a)
the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty; and
(b)
the Court may on the application of any member order a general meeting to be called.[Act 24 of 2025 wef 06/05/2026]
(5) The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both.[15/2017]
When private company need not hold annual general meeting
175A.—(1) A company need not hold an annual general meeting for a financial year —(a)
if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings;
(b)
if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or
(c)
if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year.[15/2017]
(2) Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.[15/2017]
(3) A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.[15/2017]
(4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year.[15/2017]
(5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.
(6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of any failure to comply with section 175(1) as applied by this subsection.[Act 24 of 2025 wef 06/05/2026]
(7) A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company.[15/2017]
(8) If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting.[15/2017]
(9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
(10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —(a)
a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A;
(b)
a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held;
(c)
the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return —(i)
in the case of a company mentioned in subsection (1)(a) or (b) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or
(ii)
in the case of a company mentioned in subsection (1)(c) — after the end of its financial year.[15/2017]
(11) In this section, an address of a person includes any number or address used for electronic communication.
—(1) A company need not hold an annual general meeting for a financial year —(a)
if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings;
(b)
if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or
(c)
if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year.[15/2017]
(2) Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.[15/2017]
(3) A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.[15/2017]
(4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year.[15/2017]
(5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.
(6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of any failure to comply with section 175(1) as applied by this subsection.[Act 24 of 2025 wef 06/05/2026]
(7) A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company.[15/2017]
(8) If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting.[15/2017]
(9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
(10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —(a)
a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A;
(b)
a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held;
(c)
the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return —(i)
in the case of a company mentioned in subsection (1)(a) or (b) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or
(ii)
in the case of a company mentioned in subsection (1)(c) — after the end of its financial year.[15/2017]
(11) In this section, an address of a person includes any number or address used for electronic communication.
Convening of extraordinary general meeting on requisition
176.—(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.[36/2014]
(1A) For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded.[36/2014]
(2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date.
(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(5) A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
—(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition.[36/2014]
(1A) For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded.[36/2014]
(2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date.
(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(5) A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
Calling of meetings
177.—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company.[36/2014]
(2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution.[36/2014]
(3) A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —(a)
in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or
(b)
in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
(4) So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any.[36/2014]
—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company.[36/2014]
(2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution.[36/2014]
(3) A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —(a)
in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or
(b)
in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
(4) So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any.[36/2014]
Right to demand a poll
178.—(1) Any provision in a company’s constitution is void insofar as it would have the effect —(a)
of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting;
(b)
of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —(i)
by not less than 5 members having the right to vote at the meeting;
(ii)
by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
(iii)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or
(c)
of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.[36/2014]
(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —(a)
by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
(b)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.[36/2014]
(2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member.
(3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.
—(1) Any provision in a company’s constitution is void insofar as it would have the effect —(a)
of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting;
(b)
of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —(i)
by not less than 5 members having the right to vote at the meeting;
(ii)
by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
(iii)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or
(c)
of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.[36/2014]
(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —(a)
by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
(b)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.[36/2014]
(2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member.
(3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.
Quorum, chairperson, voting, etc., at meetings
179.—(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —(a)
2 members of the company personally present form a quorum;
(b)
any member elected by the members present at a meeting may be chairperson thereof;
(c)
in the case of a company having a share capital —(i)
on a show of hands, each member who is personally present and entitled to vote has one vote; and
(ii)
on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and
(d)
in the case of a company not having a share capital every member has one vote.[36/2014]
(2) On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way.
(3) A corporation may by resolution of its directors or other governing body —(a)
if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
(b)
if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
(4) Where —(a)
a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
(b)
the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,
the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting.
[36/2014]
(5) Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3).
(6) Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.[36/2014]
(7) Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar.[36/2014]
(8) For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
—(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —(a)
2 members of the company personally present form a quorum;
(b)
any member elected by the members present at a meeting may be chairperson thereof;
(c)
in the case of a company having a share capital —(i)
on a show of hands, each member who is personally present and entitled to vote has one vote; and
(ii)
on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and
(d)
in the case of a company not having a share capital every member has one vote.[36/2014]
(2) On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way.
(3) A corporation may by resolution of its directors or other governing body —(a)
if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
(b)
if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
(4) Where —(a)
a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
(b)
the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,
the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting.
[36/2014]
(5) Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3).
(6) Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.[36/2014]
(7) Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar.[36/2014]
(8) For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
As to member’s rights at meetings
180.—(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.[36/2014]
(2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution.[36/2014]
(3) In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company.[36/2014]
(4) Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend.[36/2014]
(5) For the purposes of subsection (4) —(a)
“preference share” means a share, by whatever name called, which does not entitle the holder thereof —(i)
to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or
(ii)
to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and
(b)
a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared.[36/2014]
—(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting.[36/2014]
(2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution.[36/2014]
(3) In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company.[36/2014]
(4) Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend.[36/2014]
(5) For the purposes of subsection (4) —(a)
“preference share” means a share, by whatever name called, which does not entitle the holder thereof —(i)
to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or
(ii)
to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and
(b)
a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared.[36/2014]
Proxies
181.—(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting.[36/2014]
(1A) Subject to this section, unless the constitution otherwise provides —(a)
a proxy is not entitled to vote except on a poll;
(b)
a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and
(c)
where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member’s holdings to be represented by each proxy.[36/2014]
(1B) Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means.[Act 17 of 2023 wef 01/07/2023]
(1BA) The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting.[Act 17 of 2023 wef 01/07/2023]
(1C) A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified).[36/2014]
[Act 17 of 2023 wef 01/07/2023]
(1D) A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands.[36/2014]
(2) In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.[36/2014]
(3) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
(4) No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which entitles the member to direct the proxy to vote either for or against the resolution.
(6) In this section, “relevant intermediary” means —(a)
a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
(b)
a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or
(c)
the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.[36/2014; 4/2017]
—(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting.[36/2014]
(1A) Subject to this section, unless the constitution otherwise provides —(a)
a proxy is not entitled to vote except on a poll;
(b)
a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and
(c)
where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member’s holdings to be represented by each proxy.[36/2014]
(1B) Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means.[Act 17 of 2023 wef 01/07/2023]
(1BA) The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting.[Act 17 of 2023 wef 01/07/2023]
(1C) A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified).[36/2014]
[Act 17 of 2023 wef 01/07/2023]
(1D) A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands.[36/2014]
(2) In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.[36/2014]
(3) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
(4) No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which entitles the member to direct the proxy to vote either for or against the resolution.
(6) In this section, “relevant intermediary” means —(a)
a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
(b)
a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or
(c)
the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.[36/2014; 4/2017]
Power of Court to order meeting
182. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the constitution or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy is deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he or she were present at the meeting.[36/2014]
Circulation of members’ resolutions, etc.
183.—(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —(a)
give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and
(b)
circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
(2) The number of members necessary for a requisition under subsection (1) is —(a)
any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b)
not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500.
(3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.
(3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —(a)
a copy of the resolution and statement; and
(b)
a notification that formal agreement to the resolution is being sought under section 184A.
(3B) Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company.
(3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentioned in subsection (3B) must be given (as the case may be) in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it must be served or given as soon as practicable thereafter.
(4) Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless —(a)
a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —(i)
in the case of a requisition requiring notice of a resolution — not less than 6 weeks before the meeting; and
(ii)
in the case of any other requisition — not less than one week before the meeting; and
(b)
there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection is deemed to have been properly deposited for the purposes thereof.
(4A) A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —(a)
the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and
(b)
the notice states that formal agreement to the resolution is sought under section 184A.
(4B) Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.
(5) The company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, even though they are not parties to the application.
(6) Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice is deemed to have been so given despite the accidental omission, in giving it, of one or more members.[36/2014]
(7) In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(8) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
—(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —(a)
give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and
(b)
circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
(2) The number of members necessary for a requisition under subsection (1) is —(a)
any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
(b)
not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500.
(3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.
(3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —(a)
a copy of the resolution and statement; and
(b)
a notification that formal agreement to the resolution is being sought under section 184A.
(3B) Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company.
(3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentioned in subsection (3B) must be given (as the case may be) in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it must be served or given as soon as practicable thereafter.
(4) Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless —(a)
a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —(i)
in the case of a requisition requiring notice of a resolution — not less than 6 weeks before the meeting; and
(ii)
in the case of any other requisition — not less than one week before the meeting; and
(b)
there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection is deemed to have been properly deposited for the purposes thereof.
(4A) A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —(a)
the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and
(b)
the notice states that formal agreement to the resolution is sought under section 184A.
(4B) Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.
(5) The company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, even though they are not parties to the application.
(6) Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice is deemed to have been so given despite the accidental omission, in giving it, of one or more members.[36/2014]
(7) In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(8) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
Special resolutions
184.—(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —(a)
in the case of a private company — not less than 14 days’ written notice; or
(b)
in the case of a public company — not less than 21 days’ written notice,
specifying the intention to propose the resolution as a special resolution has been duly given.
(2) Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given.
(3) At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4) At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded —(a)
by such number of members for the time being entitled under the constitution to vote at the meeting as is specified in the constitution, but it is not in any case necessary for more than 5 members to make the demand;
(b)
if no such provision is made by the constitution — by 3 members so entitled, or by one or 2 members so entitled, if —(i)
that member holds or those 2 members together hold not less than 10% of the total number of paid‑up shares of the company (excluding treasury shares); or
(ii)
that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.[36/2014]
(4A) For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
(5) In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the constitution of the company.[36/2014]
(6) For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the constitution.[36/2014]
(7) Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution.
(8) Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.
—(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —(a)
in the case of a private company — not less than 14 days’ written notice; or
(b)
in the case of a public company — not less than 21 days’ written notice,
specifying the intention to propose the resolution as a special resolution has been duly given.
(2) Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given.
(3) At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4) At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded —(a)
by such number of members for the time being entitled under the constitution to vote at the meeting as is specified in the constitution, but it is not in any case necessary for more than 5 members to make the demand;
(b)
if no such provision is made by the constitution — by 3 members so entitled, or by one or 2 members so entitled, if —(i)
that member holds or those 2 members together hold not less than 10% of the total number of paid‑up shares of the company (excluding treasury shares); or
(ii)
that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.[36/2014]
(4A) For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
(5) In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the constitution of the company.[36/2014]
(6) For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the constitution.[36/2014]
(7) Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution.
(8) Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.
Passing of resolutions by written means
184A.—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.[36/2014]
(2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.[15/2017]
(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)
at least 75%; or
(b)
if the constitution of the company requires a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[36/2014]
(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)
a majority; or
(b)
if the constitution of the company requires a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[36/2014]
(4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.
(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —(a)
the company receives from the member (or the member’s proxy if this is allowed) a document that —(i)
is given to the company in legible form or a permitted alternative form;
(ii)
indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and
(iii)
includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
(b)
the member (or the member’s proxy) had a legible text of the resolution before giving that document.[36/2014]
(6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.
(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.
(9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore.[36/2014; 4/2017]
—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.[36/2014]
(2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.[15/2017]
(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)
at least 75%; or
(b)
if the constitution of the company requires a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[36/2014]
(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)
a majority; or
(b)
if the constitution of the company requires a greater majority for that resolution, that greater majority,
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
[36/2014]
(4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.
(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —(a)
the company receives from the member (or the member’s proxy if this is allowed) a document that —(i)
is given to the company in legible form or a permitted alternative form;
(ii)
indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and
(iii)
includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
(b)
the member (or the member’s proxy) had a legible text of the resolution before giving that document.[36/2014]
(6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)
in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
(b)
in another form that —(i)
is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
(ii)
is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.
(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.
(9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore.[36/2014; 4/2017]
Requirements for passing of resolutions by written means
184B.—(1) A resolution of a private company or an unlisted public company may only be passed by written means if —(a)
either —(i)
agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
(ii)
a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A);
(b)
the constitution of the company does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
(c)
all conditions in the company’s constitution relating to the passing of the resolution by written means are met.[36/2014]
(2) Any resolution that is passed in contravention of subsection (1) is invalid.
—(1) A resolution of a private company or an unlisted public company may only be passed by written means if —(a)
either —(i)
agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
(ii)
a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A);
(b)
the constitution of the company does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
(c)
all conditions in the company’s constitution relating to the passing of the resolution by written means are met.[36/2014]
(2) Any resolution that is passed in contravention of subsection (1) is invalid.
Where directors seek agreement to resolution by written means
184C.—(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution.[36/2014]
(2) As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay.
(3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.
(4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).
—(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution.[36/2014]
(2) As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay.
(3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.
(4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).
Members may require general meeting for resolution
184D.—(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —(a)
the text of the resolution has been sent to the member or members in accordance with section 184C; or
(b)
the documents referred to in section 183(3A) in respect of the resolution have been served on the member or members,
as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.
[36/2014]
(2) Where notice is given under subsection (1) —(a)
the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and
(b)
the directors must proceed to convene a general meeting for the resolution.
—(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —(a)
the text of the resolution has been sent to the member or members in accordance with section 184C; or
(b)
the documents referred to in section 183(3A) in respect of the resolution have been served on the member or members,
as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.
[36/2014]
(2) Where notice is given under subsection (1) —(a)
the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and
(b)
the directors must proceed to convene a general meeting for the resolution.
Period for agreeing to written resolution
184DA.—(1) Unless the constitution of a private company or an unlisted public company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) The agreement to a resolution is ineffective if indicated after the expiry of that period.[36/2014]
—(1) Unless the constitution of a private company or an unlisted public company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company.[36/2014]
[Act 24 of 2025 wef 06/05/2026]
(2) The agreement to a resolution is ineffective if indicated after the expiry of that period.[36/2014]
Company’s duty to notify members that resolution passed by written means
184E.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must —(a)
notify every member that it has been passed; and
(b)
do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.[36/2014]
(2) Non‑compliance with this section does not render the resolution invalid.
—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must —(a)
notify every member that it has been passed; and
(b)
do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.[36/2014]
(2) Non‑compliance with this section does not render the resolution invalid.
Recording of resolutions passed by written means
184F.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.[36/2014]
(2) Non‑compliance with subsection (1) does not render the resolution invalid.
(3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
(4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with.
(5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.[36/2014]
(2) Non‑compliance with subsection (1) does not render the resolution invalid.
(3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
(4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with.
(5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
Resolutions of one member companies
184G.—(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.(2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
—(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
(2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
Resolution requiring special notice
185. Where by this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company must give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, must give them notice thereof, in any manner allowed by the constitution, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, is deemed to be properly given.[36/2014]
Registration and copies of certain resolutions
186.—(1) A copy of —(a)
every special resolution; and
(b)
every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that class or not,
must, except where otherwise expressly provided by this Act within 14 days after the passing or making thereof, be lodged by the company with the Registrar.
[36/2014; 15/2017]
(2) Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the company directs.[36/2014]
[Act 17 of 2023 wef 01/07/2023]
(3) In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(4) In the event of any default in complying with subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in respect of which default is made.
—(1) A copy of —(a)
every special resolution; and
(b)
every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that class or not,
must, except where otherwise expressly provided by this Act within 14 days after the passing or making thereof, be lodged by the company with the Registrar.
[36/2014; 15/2017]
(2) Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the company directs.[36/2014]
[Act 17 of 2023 wef 01/07/2023]
(3) In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(4) In the event of any default in complying with subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in respect of which default is made.
Resolutions at adjourned meetings
187. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution is for all purposes treated as having been passed on the date on which it was in fact passed and not on any earlier date.
Minutes of proceedings
188.—(1) Every company must cause —(a)
minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
(b)
those minutes to be signed by the chairperson of the meeting at which the proceedings were had or by the chairperson of the next succeeding meeting.[36/2014]
(2) Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved.
(3) Where minutes have been so entered and signed, then, until the contrary is proved —(a)
the meeting is deemed to have been duly held and convened;
(b)
all proceedings had thereat are deemed to have been duly had; and
(c)
all appointments of officers or liquidators made thereat are deemed to be valid.
(3A) Every company must keep minute books in which it must cause to be entered the following matters:(a)
if the company has only one director —(i)
the passing of resolutions by that director; and
(ii)
the making of declarations by that director;
(b)
resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
(3B) The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
(3C) The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the contrary is proved.
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
—(1) Every company must cause —(a)
minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
(b)
those minutes to be signed by the chairperson of the meeting at which the proceedings were had or by the chairperson of the next succeeding meeting.[36/2014]
(2) Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved.
(3) Where minutes have been so entered and signed, then, until the contrary is proved —(a)
the meeting is deemed to have been duly held and convened;
(b)
all proceedings had thereat are deemed to have been duly had; and
(c)
all appointments of officers or liquidators made thereat are deemed to be valid.
(3A) Every company must keep minute books in which it must cause to be entered the following matters:(a)
if the company has only one director —(i)
the passing of resolutions by that director; and
(ii)
the making of declarations by that director;
(b)
resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or declaration.
(3B) The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
(3C) The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the contrary is proved.
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
Inspection of minute books
189.—(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge.(2) Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof.
(2A) Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) does not apply to any of those minutes.[36/2014]
(3) If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
—(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge.
(2) Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof.
(2A) Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) does not apply to any of those minutes.[36/2014]
(3) If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
