Singapore to Revoke E-meeting Provision for Business Entities from July 1, 2023

Singapore will cancel its e-meeting provision for corporations, variable capital corporations, and business trusts starting from July 1, 2023. Currently, these business entities are allowed to call, hold, or conduct meetings electronically, under the “Alternative Arrangements for Meetings”.

On December 15, 2022, Singapore’s Ministry of Law (MinLaw) announced the cessation of “Alternative Arrangements for Meetings” (electronic meetings, or e-meetings), effective July 1, 2023. This implies that starting in July 2023, the orders that allowed entities to convene, hold, or conduct meetings through electronic means will be revoked.

This gives entities a six months period to resume meeting arrangements in accordance with written law or their governing instruments. These entities include companies, variable capital companies, and business trusts.

What are “alternative arrangements for meetings” and why were they introduced?

Introduced in April 2020 as part of the COVID-19 (Temporary Measures) Act 2020, the Alternative Meetings Orders provide entities with the temporary option to hold virtual meetings, even if this is not allowed under the written law or legal instrument that provides for the meeting. This has enabled entities to continue to convene, hold, and conduct meetings while minimizing physical interactions and transmission risks amid the COVID-19 pandemic.

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Originally set to expire on September 30, 2020, these orders have since been extended multiple times in light of the ongoing COVID-19 situation. However, the government now believes that Singapore has progressively transitioned towards living with COVID-19 and meetings can now take place physically. Therefore, as per the latest order, the provision of e-meetings will cease to exist after June 30, 2023.

How is the industry responding to this revocation order?

Regulating organizations including the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA) are looking for alternatives to give these organizations the option of holding general meetings electronically even after the directives are revoked.

ACRA and MAS are “working on legislative amendments to give businesses, variable capital firms, and business trusts the ability to conduct general meetings by electronic means after the orders are revoked,” according to an official statement from ACRA. The statement also gave the organizations the assurance that these regulatory agencies will inform them in early 2023 of the specifics of the planned changes to the Business Trusts Act, Variable Capital Companies Act, and Companies Act.

What are Singapore Exchange’s regulations with respect to e-meetings?

The listed businesses would continue to be required to adhere to the Singapore Exchange’s (SGX) regulations while convening general meetings, according to the statement issued by ACRA and MAS. All listed issuers must resume holding physical general meetings starting on July 1, 2023, in accordance with SGX regulations.

The statement also stated that SGX and MAS will collaborate closely to provide guidelines so that listed issuers would one day be able to conduct hybrid meetings.

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