Knowledge Highlights 16 September 2020

The Ministry of Law (“MinLaw”) has announced that it intends to extend to 30 June 2021 the duration of legislation that enables entities to hold meetings via electronic means. 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.

Background

Section 27 of the Covid-19 (Temporary Measures) Act 2020 (“Act”) empowers the Minister for Law to prescribe, by order, alternative arrangements for meetings otherwise requiring personal attendance.

Pursuant to section 27 of the Act, a series of Orders (“Meetings Orders”) has been promulgated to enable various types of entities to convene, hold or conduct meetings by electronic means, even if this is not allowed under the written law or legal instrument which provides for the meeting. The Meetings Orders currently apply for the period starting on 27 March 2020 and ending on 30 September 2020.

Planned extension of the Meetings Orders

Under the Act, the alternative arrangements are currently linked to the duration of a control order. MinLaw has received feedback that this creates some uncertainty, because some companies have their financial year-end at the end of this year, and they have until March or April 2021 to hold their meetings. Moreover, many of these entities must plan for these meetings months in advance and make the appropriate arrangements.

In his second reading speech on the Covid-19 (Temporary Measures) (Amendment No. 2) Bill (“Bill”) which was passed in Parliament on 4 September 2020, Second Minister for Law Edwin Tong explained that the Bill will amend section 27 of the Act to delink the alternative arrangements from the control orders. It will enable alternative arrangements to be prescribed if the Minister for Law considers it necessary or expedient to limit or prevent the spread of Covid-19, even where there is no control order in force, for the purposes of these alternative arrangements for meetings.

With this amendment, MinLaw plans to extend the Meetings Orders to 30 June 2021. In a press release issued on 7 September 2020, MinLaw stated that if these amendments to the Act come into force, the amendments to extend the duration of the Meetings Orders will be gazetted.

The extension of the Meetings Orders to 30 June 2021 will give entities the option to hold virtual meetings, even where the entities are permitted under safe distancing regulations to hold physical meetings. This will help keep physical interactions and Covid-19 transmission risks to a minimum. The need to minimise Covid-19 transmission risks will remain in the long term, even as safe distancing regulations are gradually and cautiously relaxed.

Deferral provisions

However, existing provisions in the Meetings Orders which allow for meetings to be deferred to a date no later than 30 September 2020 will not be extended to 30 June 2021. To give a further grace period to those entities who need more time to overcome practical difficulties in organising meetings (whether virtual or physical), the deferral provisions for the following meetings will be extended, but only to permit deferrals to a date no later than 31 December 2020:

  • General and board meetings of charities
  • General meetings of co-operative societies
  • General meetings of mutual benefit organisations
  • General and board meetings of registered societies
  • General meetings of management corporations (including for purposes of collective sale) and subsidiary management corporations
  • Meetings of trade unions and their executives and branches

The deferral provision in the Meetings Orders for the following meetings will not be extended:

  • Meetings of Town Councils and committees of Town Councils 
  • Meetings of school management committees and school governing boards
  • Bankruptcy and insolvency-related meetings

There will continue to be no deferral provision in the Meetings Orders for the following meetings:

  • General meetings of companies, variable capital companies, business trusts, unit trusts and debenture holders (the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange may extend deadlines on a case-by-case basis)
  • Meetings of collective sale committees (there are no statutory deadlines for these meetings that can be deferred)

For the avoidance of doubt, entities can choose to rely on meeting arrangements permitted by their governing instruments, as long as they can do so in compliance with prevailing safe distancing regulations.

MinLaw also stated that further announcements will be made when the extension and amendments to the Meetings Orders come into effect. In the meantime, entities may check the websites of or approach their respective regulators for further information.

Reference materials

The following materials are available on the MinLaw website www.mlaw.gov.sg and the Parliament website www.parliament.gov.sg:

Further information

Allen & Gledhill has a Covid-19 Resource Centre on our website www.allenandgledhill.com that contains knowhow and materials on legal and regulatory aspects of the Covid-19 crisis.

In addition, we have a cross-disciplinary Covid-19 Legal Task Force consisting of Partners across various practice areas to provide rapid assistance. Should you have any queries, please do not hesitate to get in touch with us at covid19taskforce@allenandgledhill.com.

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