Proposed amendments under the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill 2023 (the “Bill”)

On 9 February 2023, the Accounting and Regulatory Authority (“ACRA”), the Ministry of Finance (“MOF”), and the Monetary Authority of Singapore (“MAS”) proposed legislative amendments to the Companies Act 1967 (“CA”), Variable Capital Companies Act 2018 (“VCC Act”), and the Business Trusts Act 2004 (“BTA”), to enable the conduct of general meetings by electronic means.

The public was invited to provide feedback on the proposed amendments set out in the consultation paper published on 9 February 2023, which will introduce enabling provisions to allow companies, variable capital companies (“VCCs”), and business trusts (“BTs”), the option to conduct fully virtual or hybrid general meetings. On 13 April 2023, ACRA, MOF, and MAS responded to the consultation feedback (“Feedback”) received on the proposed amendments. The proposed amendments to the CA, VCC Act, and BTA are similar in substance.

The Bill will be presented in Parliament in April 2023. If the Bill is passed, the amendments will come into operation on 1 July 2023.

A summary of the proposed amendments is set out below:

(A) To allow companies, VCCs, and BTs to hold virtual or hybrid general meetings

A key proposed amendment is to amend the CA, VCC Act, and BTA to enable companies, VCCs, and BTs respectively to hold virtual or hybrid general meetings. In this regard, MOF and ACRA accepted suggestions from the Feedback, which include: (i) expanding the scope of the proposed amendment to meetings ordered by the court, if the court so directs that the new provisions should apply to the relevant meetings; and (ii) clarifying that (a) the proposed amendment will generally override the constitution of a company or a VCC, or a trust deed of a BT (unless the said constitutional documents are specifically amended to exclude or modify the proposed amendments after 1 July 2023) and (b) addressing the situation where a company, VCC, or BT incorporated after 1 July 2023 wishes to adopt a constitutional document that specifically excludes or modifies the application of the proposed amendment.

This proposed amendment will enable companies, VCCs, and BTs to hold fully virtual or hybrid general meetings, without having to first amend their constitution or trust deed.

(B) To clarify how references in the CA, VCC Act, and BTA that are applicable to meetings may be applied in the context of a meeting held using virtual technology

Suggestions received from the Feedback for greater clarification on how references in the CA, VCC Act, and BTA that are applicable to meetings may be applied in the context of a meeting held using virtual technology were accepted.

(C) To clarify that a virtual or hybrid company meeting is not invalidated by reason of any technological disruption, malfunction, or outage unless there is substantial injustice and the court declares the meeting to be invalid

Under this proposed amendment, a hybrid meeting or a fully virtual meeting will not be invalidated by reason of any technological disruption, malfunction, or outage unless the court is of the opinion that the technological disruption, malfunction, or outage has caused or may cause substantial injustice that cannot be remedied by any order of court and by order declares the proceeding to be invalid.

To learn more, please read the summary of responses to the consultation feedback on the conduct of virtual and hybrid meetings here.

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