Announcement

15 Dec 2022

Proposed Alternative Arrangements for Meetings Following the Cessation of the COVID-19 (Temporary Measures) Orders

The Ministry of Law earlier today announced that the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders (“the Orders”) which enable entities to hold meetings through electronic means, will cease with effect from 1 July 2023. These entities include companies, variable capital companies and business trusts.

The Accounting and Corporate Regulatory Authority and the Monetary Authority of Singapore are working on legislative amendments to provide companies, variable capital companies and business trusts with the option to conduct general meetings by electronic means after the Orders are revoked. We expect to share details of the proposed amendments to the Companies Act, the Variable Capital Companies Act, and the Business Trusts Act, in early 2023.

Listed entities will have to observe SGX’s guidance on the holding of general meetings. For more information, please refer to the SGX website. 


4 Feb 2022

Updated Guidance on the Conduct of General Meetings Amid Evolving COVID-19 Situation

ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the checklist which guides issuers[1] and non-listed entities on the conduct of general meetings (the Checklist) under the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (Meetings Order). The Order allows entities to hold general meetings via electronic means amid the COVID-19 situation, and will continue to be in force until revoked or amended by the Ministry of Law.

Issuers conducting their general meetings under the Meetings Order must now follow the practices set out in the Regulator’s Column titled “What SGX RegCo expects on the conduct of general meetings amid the ongoing COVID-19 situation” published by SGX RegCo on 16 December 2021. Issuers which do not utilise both (i) real-time remote electronic voting and (ii) real-time electronic communication at their general meetings, must incorporate the practices summarised below, when conducting meetings under the Meetings Order:

(1) Organise a virtual information session for certain corporate actions prior to the general meeting;

(2) When organising any virtual information session, issuers are encouraged to send their notice of general meeting to shareholders at least 21 calendar days before the general meeting;

(3) After the publication of the notice of general meeting, shareholders should be allowed at least 7 calendar days to submit their questions; and

(4) All substantial and relevant questions received from shareholders prior to a general meeting, should be publicly addressed by the Board of Directors and/or management at least:-

      (i) 48 hours prior to the closing date and time for the lodgment of the proxy forms, if the notice of general meeting is to be sent to shareholders at least 14 calendar days before the meeting; and

      (ii) 72 hours prior to the closing date and time for the lodgment of the proxy forms, if the notice of general meeting is to be sent to shareholders at least 21 calendar days before the meeting.

Please click on the following links for more information:  

1  “Issuer” refers to a company or other legal person or undertaking some or all of whose securities are the subject of an application for listing, or have been admitted to listing on Singapore Exchange’s Main Board or Catalist.

9 Apr 2021

Further Extension of Duration of Alternative Arrangements for Conduct of Meetings

On 6 April 2021, the Ministry of Law announced the extension of the duration of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts and Debenture Holders) Order 2020 (the “Meetings Order”) beyond 30 June 2021. This will provide entities with greater legal certainty to plan their meetings, and the option to hold virtual meetings to minimise physical interactions, amid the continuing COVID-19 situation.

The Ministry of Law had earlier announced that the Meetings Orders would apply for the period starting on 27 March 2020 and ending on 30 June 2021. The Meetings Order will now extend beyond 30 June 2021, until it is revoked or amended by the Ministry of Law. Accordingly, until such time, issuers may continue to utilise the Checklist issued by ACRA, MAS and SGX RegCo to guide entities on the conduct of their general meetings.

To provide certainty to entities organising meetings, the Ministry of Law will give at least 6 months’ advance notice before the alternative arrangements cease to be available. This is to cater to entities who have relied on the Meetings Order to make early preparations for meetings, before the end date is announced.

Please click on the following links for more information:  

 

1 Oct 2020

Updated Guidance on the Conduct of Meetings Amid Evolving COVID-19 Situation

ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the checklist to guide issuers and non-listed entities on the conduct of general meetings arising from the latest updates from the Multi-Ministry Taskforce to ease safe management measures to facilitate business operations.

The Checklist was first issued amid the evolving COVID-19 situation on 13 April 2020 and updated on 27 April 2020 and 22 June 2020. On 23 September 2020, the Ministry of Health issued an advisory to provide that work-related events within the workplace premises that are business-oriented (which includes general meetings) will be allowed to resume, for up to 50 persons at a permitted premises (and not a function centre hired from another) with strict adherence to safe management measures.

Issuers and non-listed companies may continue to conduct their general meetings held on or before 30 June 2021 via electronic means, and are encouraged to do so. This will help keep physical interactions and COVID-19 transmission risks to a minimum, which remain important in the long-term, even as safe distancing regulations are gradually and cautiously relaxed.

Should issuers and non-listed companies, after due consideration of public health and other risks, wish to provide for physical attendance at their general meetings, they must ensure that they implement all relevant measures to comply with the safe management measures imposed by the Singapore Government. Issuers must also continue to make available the option for shareholders to participate in their general meetings via electronic means.

Please click on the following links for more information: 

30 Sep 2020

Amendments to COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts and Debenture Holders) Order 2020

Amendments to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts and Debenture Holders) Order 2020 came into force on 29 September 2020. These amendments extend the Order to 30 June 2021 and refine the Order to facilitate greater convenience and engagement for virtual meetings.

The refinements to the Order are as follows:

  1. Real-time electronic voting: The Order is amended to provide for the option of real-time electronic voting, as long as certain prescribed safeguards are adopted, and the company still allows attendees to vote by appointing the Chairman as their proxy to vote. This option applies to meetings held or conducted on or after 1 October 2020 up to the expiry of the Order.
  2. Real-time Q&A: The Order is amended to expressly clarify that companies have the option of carrying out real-time Q&A via electronic means, as long as the company also allows attendees to submit matters which they wish to raise at the meeting prior to the meeting by post or electronic mail.
  3. Use of virtual AGM platforms and other electronic means to accept submissions: The Order is amended to expressly clarify that companies have the option of using other electronic means, including virtual AGM platforms, to accept submission of  matters which attendees wish to raise at the meeting, as well as signed proxy instruments, in advance of the meeting, so long as the company entity also allows such submissions by post or electronic mail.

Please click on the following links for more information: 

 

7 Sep 2020

Extension of Duration of Temporary Measures for Conduct of Meeting

The Ministry of Law intends to extend the duration of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Order”), to 30 June 2021. This will provide companies, variable capital companies, unit holders of registered business trusts, unit holders of unit trusts and holders of debentures, with greater legal certainty to plan their meetings, and the option to hold virtual meetings to minimise physical interactions, amid the continuing COVID-19 situation. For more information, please view the announcement by the Ministry of Law. 
 
Further announcements will be made when the extension comes into effect.

27 August 2020

End of Extension of Time for Holding Annual General Meetings (AGMs) and Filing Annual Returns (AR)

In Apr 2020, ACRA had granted a 60-day extension of time (EOT) for all listed and non-listed companies whose AGMs are due during the period 16 Apr to 31 Jul 2020, and AR filings due between 1 May and 31 Aug 2020.  

Companies are reminded to hold their AGM and file their AR by the extended due dates, to avoid incurring penalties. 

22 Jun 2020

Additional Guidance on the Conduct of General Meetings during Safe Management Period 

Following Singapore’s move into phase two of its reopening on 19 June 2020, ACRA, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) have updated the joint guidance and checklist issued on 13 April 2020, to guide the conduct of general meetings during safe management period. The key update is to clarify that issuers (and the issuers' service provider(s), if any) that are permitted to operate will no longer need to submit a notification to the Ministry of Trade and Industry for a time-limited exemption to have temporary operations in the same physical location for the purpose of holding a general meeting.

As we are in the early stages of our re-opening, activities where large numbers of people are likely to come into close contact for a prolonged period in enclosed spaces should be avoided. Companies who are holding general meetings on or before 30 September 2020 should continue to conduct their meetings in accordance with the checklist by the ACRA, MAS and SGX RegCo.

14 Apr 2020

Temporary Measures for Conduct of Meetings

On 13 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (Order) was issued. The Order prescribes the alternative arrangements for the conduct of general meetings of companies, variable capital companies, unit holders of registered business trusts, unit holders of unit trusts and holders of debentures.

The alternative arrangements apply to meetings convened, held, conducted or deferred during the Control Period. A transitional arrangement is also provided for any meeting convened, held, conducted or deferred during a period of 30 days after the end of the Control Period, where the notice of the meeting was given during the Control Period. The Control Period will be the period commencing retrospectively from 27 March 2020 to the last day the Regulations or the Infectious Diseases (Measures to Prevent Spread of COVID-19) Regulations 2020 is in force. The transitional arrangement will not apply to meetings that are further adjourned after the Control Period.

In light of the Order, ACRA, the Monetary Authority of Singapore and Singapore Exchange Regulation have prepared a checklist to guide the conduct of general meetings during the Control Period. This checklist incorporates the alternative arrangements prescribed in the Order as well as other alternative practices that issuers and non-listed companies should adopt given the inability of members to attend meetings in person. The checklist is also applicable to VCCs and non-listed unit trusts, with the necessary modifications.

On 14 April 2020, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) (Amendment) Order 2020 was issued. The amendment Order clarifies the manner in which a notice should be sent by electronic means for non-listed companies, variable capital companies, trustee-managers of registered business trusts, trustees/managers of unit trusts, and issuers/trustees of registered debentures.

 Please click on the following links for more information:

7 Apr 2020

Extension of Deadline for Holding Annual General Meetings and Filing Annual Returns

In light of the COVID-19 situation, some companies may have difficulties holding their Annual General Meetings (AGMs) and filing their Annual Returns (ARs).

For listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020

ACRA will grant a 60-day extension of time for all listed and non-listed companies whose AGMs are due during the period 16 April 2020 to 31 July 2020. Companies that had previously been granted extension of time to hold their AGMs within this period will also be given a further 60 days of extension from the last date of extension. The AR filing due dates for the period 1 May 2020 to 31 August 2020 for all listed and non-listed companies will also be extended for 60 days. There is no need for these companies to apply for the extension of time with ACRA.

For listed and non-listed companies whose AGMs are due during the period 1 to 15 April 2020

ACRA will also not impose any penalties on listed and non-listed companies whose AGMs are due during the period 1 April to 15 April 2020 if they hold the AGM within 60 days of the due date. Their AR filing due dates will also be extended for 60 days. There is no need for these companies to apply for the extension of time.

Details of the Extension of Time (EOT) for Holding AGM and Filing AR 

Original Due Date/ Extended Due Date previously granted for AGM New AGM due date  New AR due date 
16 Apr 2020 to 30 Apr 2020 15 Jun 2020 to 29 Jun 2020 15 Jul 2020 to 30 Jul 2020
1 May 2020 to 31 May 2020 30 Jun 2020 to 30 Jul 2020
 31 Jul 2020 to 29 Aug 2020
1 Jun 2020 to 30 Jun 2020 31 Jul 2020 to 29 Aug 2020 30 Aug 2020 to 29 Sep 2020
1 Jul 2020 to 31 Jul 2020 30 Aug 2020 to 29 Sep 2020
 30 Sept 2020 to 30 Oct 2020

Download the press release (PDF, 100KB) for more details.

Note: The Companies (Amendment No. 2) Regulations 2020 to prescribe the classes of companies to which ACRA is granting the extensions of time was published on 15 April 2020. 

Resources

Please refer to the resources below for useful and relevant information to help businesses better understand and navigate the impact of COVID-19:

 
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