MinLaw to revoke Covid-19 legislation providing for alternative arrangements for meetings on 1 July 2023; MAS and ACRA planning legislation to allow general meetings by electronic means

20 December 2022

MinLaw: Cessation of alternative arrangements for meetings on 1 July 2023

On 15 December 2022, the Ministry of Law (“MinLaw”) announced that the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders (“Meetings Orders”), which enable various types of entities to convene, hold or conduct meetings through electronic means, will cease on 1 July 2023. Entities covered under the Meetings Orders include companies, variable capital companies and business trusts.

ACRA and MAS: Proposed alternative arrangements for meetings following cessation of Meetings Orders

The Accounting and Corporate Regulatory Authority (“ACRA”) and the Monetary Authority of Singapore (“MAS”) then announced that they 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 Meetings Orders are revoked and that they expect to share details of the proposed amendments to the Companies Act 1967, the Variable Capital Companies Act 2018 and the Business Trusts Act 2004 in early 2023.

SGX RegCo: Listed issuers to return to physical general meetings when Meetings Orders cease from 1 July 2023

Singapore Exchange Regulation (“SGX RegCo”) also noted in its news release on the same day that MinLaw intends to revoke the Meetings Orders from 1 July 2023.

Consequent to this, SGX RegCo advised that general meetings that all issuers listed on the Singapore Exchange Securities Trading Limited (“listed issuers”) conduct from the date of the revocation of the Meetings Orders will have to return to the physical mode.

SGX RegCo added that from now till the revocation date of the Meetings Orders, listed issuers may continue to utilise the Checklist issued by ACRA, MAS and SGX RegCo, read together with the Regulator’s Column issued by SGX RegCo, on the conduct of general meetings.

SGX RegCo noted that ACRA and MAS are working on legislative amendments on the conduct of general meetings by electronic means after the Meetings Orders are revoked. SGX RegCo will work closely with MAS to provide guidance for listed issuers to have the option to conduct hybrid meetings.

Background

Introduced in April 2020 as part of the Covid-19 (Temporary Measures) Act 2020, the 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 which provides for the meeting. This has enabled entities to continue to convene, hold and conduct meetings, while minimising physical interactions and transmission risks amid the Covid-19 pandemic. The Meetings Orders were originally supposed to expire on 30 September 2020. However, due to the continuing Covid-19 situation at that time, MinLaw extended the Meetings Orders beyond 30 September 2020, until such time they are revoked or amended by MinLaw.

End of Meetings Orders

As Singapore has progressively transitioned towards living with Covid-19 and meetings can now take place physically, MinLaw, in consultation with relevant Ministries and agencies, will revoke the Meetings Orders with effect from 1 July 2023. Entities have six months’ notice to resume meeting arrangements in accordance with written law or their governing instruments.

Reference materials

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

The following materials are available on the MAS website www.mas.gov.sg and the Singapore Exchange website www.sgx.com: