Alternative Meeting Arrangements For Conducting Electronic Meetings To Cease On 1 July 2023; Legislative Amendments In The Works To Allow Hybrid Meetings

• Published date: 29 December 2022
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Trusts
• Law Firm: Rajah & Tann
• Author: Mr Chia Kim Huat, Abdul Jabbar Bin Karam Din, Evelyn Wee, Tan Mui Hui, Raymond Tong, Cynthia Goh, Danny Lim and Howard Cheam

Introduction

On 15 December 2022, the Ministry of Law ("MinLaw") announced that various COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings) Orders which enable various entities to convene, hold or conduct meetings by way of electronic means will be revoked on 1 July 2023. These entities include issuers listed on the Singapore Exchange Securities Trading Limited (SGX-ST) ("listed issuers") and non-listed entities, such as companies, variable capital companies ("VCCs") and business trusts ("BTs"), among others.

In addition, the Accounting and Corporate Regulatory Authority ("ACRA") and the Monetary Authority of Singapore ("MAS") jointly announced that they are working on proposed legislative amendments to provide companies, VCCs and BTs with the option to conduct meetings by way of electronic means after the relevant Orders are revoked.

This Update highlights the significance of these developments to entities covered under the Orders (including listed issuers), such as companies, VCCs, BTs and unit trusts in Singapore.

Background

The COVID-19 (Temporary Measures) Act ("Act") provides, among other things, that meetings convened, held, conducted or deferred, on or after 27 March 2020, in accordance with the alternative arrangements prescribed under the Act will be deemed to have satisfied the relevant requirements under the written law or legal instrument, despite anything to the contrary in any law or legal instrument. Various subsidiary legislation was issued under the Act to effect this. For instance, the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 ("Order") was issued on 13 April 2020 (and deemed to take effect on 27 March 2020) to enable companies, VCCs, BTs, relevant unit trusts and debenture holders to convene, hold or conduct meetings by way of electronic means ("Alternative Arrangements").

The main purpose of the Order was to enable various entities to convene, hold and conduct meetings while minimising physical interaction to limit the spread of COVID-19. The Order was originally supposed to end on 30 September 2020, but was extended several times. Most recently, the Order was extended to beyond 30 June 2021 until such time as the Order may be revoked by MinLaw.¹ Following Singapore's COVID-19 transition to an endemic phase, in-person meetings may now resume and MinLaw has announced that it will revoke...