Amongst the template documents we have made available, you will notice that there is a document titled “Consent to Shorter Notice”. Any idea what that is for and when you should use it?
Background
When your Company wishes to hold a general meeting, it is required to issue a notice to all shareholder(s). The length of the notice period depends on the nature of the corporate matters tabled for shareholder(s)’ approval. The table below sets out some examples along with the notice period required for your information:
| Length of Notice Period | Examples |
| At least 14 days prior to date of general meeting |
Business to be passed by way of Ordinary Resolution
|
| At least 21 days prior to date of general meeting |
Business to be passed by way of Special Resolution
|
| At least 28 days prior to date of general meeting |
Business requiring Special notice requirement
|
Sometimes, certain corporate matters may need to be attended to urgently and a quick decision from shareholder(s) is required. Under such circumstances, your Company may call for a general meeting at shorter notice.
To do that, your Company will need to obtain approval from shareholder(s) to shorten the notice period i.e. to call a general meeting at an earlier date than what is required to be called under the Companies Act, Chapter 50 ("Companies Act") or your Company’s Constitution.
How to obtain consent to shorter notice
Pursuant to Section 177(3) of the Companies Act, a general meeting may be called at a shorter notice if it is agreed: -
- In the case of an annual general meeting, by all the shareholders entitled to attend and vote at the AGM.
- In the case of any other meeting, by a majority of the shareholders holding at least 95% of the total voting rights of all shareholders entitled to attend and vote at that meeting.
If your Company’s Constitution is silent on the notice period for calling general meetings and the number of shareholders’ consent required for holding general meetings at shorter notice, then your Company can rely on the provision specified under Section 177(3) of the Companies Act.
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