
Knowledge Highlights 9 May 2025
On 6 February 2023, the Ministry of Finance (“MOF”) and the Accounting and Corporate Regulatory Authority (“ACRA”) issued their responses to key feedback received on proposed amendments to the Companies Act 1967 (“CA”) with respect to:
The public consultation ran from 20 July 2020 to 17 August 2020. Feedback was sought on proposals arising from ACRA’s review of the CA and the recommendations of the Companies Act Working Group (“CAWG”), a committee comprising industry stakeholders set up by ACRA.
MOF/ACRA will publish a summary of the feedback received on the remaining proposals, together with their responses, in due course.
Facilitating digital general meetings and digital board meetings
MOF/ACRA have accepted with modification the CAWG’s proposal to introduce an enabling provision in the CA that clarifies that unless the constitution provides otherwise, a company may hold general meetings digitally and in more than one location, and to amend certain specific provisions in the CA to address any ambiguity as to how shareholders’ rights may apply to digital meetings. Following feedback, the proposal will be modified to explicitly specify that companies that hold digital general meetings must use technology that enables members to attend, listen, speak and vote at the meeting, and to specify that companies may hold digital general meetings unless expressly prohibited by their constitution. Additional safeguards and requirements may be introduced subsequently via subsidiary legislation.
MOF/ACRA have also accepted proposals to:
As to the suggestion to publish guidance on how digital general meetings are to be held, MOF/ACRA note that Singapore Exchange Regulation, the Singapore Institute of Directors and the Chartered Secretaries Institute of Singapore have jointly developed and published standards for service providers that provide the systems that enable the holding of virtual and hybrid general meetings, which companies may use as a guide when considering how to hold such meetings. ACRA will monitor and study the feedback after implementation of the amendments and will consider issuing further guidance, if necessary.
Clarifying the application of existing digitalisation provisions to documents under the CA
MOF/ACRA have accepted the CAWG’s proposals to:
(for the avoidance of doubt, an agreement may be constituted between the company and its members by a company’s constitution such that if the constitution provides that all members may send a document to the company through a particular mode of electronic communications, the members may send a document using that mode of electronic communications to the company); and
MOF/ACRA note that these proposals will provide greater clarity to the industry on the use of electronic communications and will provide greater clarity on what constitutes an agreement between parties (for example, a company and its members) for a document to be sent using electronic communications.
Other areas concerning digitalisation
MOF/ACRA agree with the CAWG’s proposal that the CA should not be amended to address the sending of documents by foreign companies using digital means, as it may potentially contradict foreign law.
MOF/ACRA will further study the CAWG’s proposals not to amend the CA to address:
as they have received numerous suggestions on these areas and will need to further study whether and how amendments should be made to the CA to address the issues in greater detail, as they have implications on other sections of the CA.
Review of the threshold for the compulsory acquisition of shares under section 215
The CAWG had proposed that shares held or acquired by the following persons should also be excluded from the computation of the 90% threshold for compulsory acquisition under section 215:
MOF/ACRA have accepted the proposal with modification and following the public’s feedback, will modify the threshold to establish control of a body corporate to 50%, instead of the 30% threshold that was originally proposed. This will be in line with similar concepts in the CA and the Singapore Code on Take-Overs and Mergers.
MOF/ACRA will not proceed with the proposal to exclude a person who is (or is a nominee of) a party to a share acquisition agreement with a transferee, such that shares held by such a person should not count towards the threshold for compulsory share acquisition. This is in view of the feedback provided on the ambiguity and the lack of clarity of the relevant concepts of a share acquisition agreement and a party to such an agreement, in the context of section 215.
Background
For more information on the consultation paper released on 20 July 2020, please read our article titled “ACRA seeks feedback on wide-ranging proposed amendments to Companies Act”.
Reference materials
The following materials are available on the ACRA website www.acra.gov.sg: