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Quorum for company with single shareholder

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zha
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Quorum for company with single shareholder

Postby zha » Tue, 02 Feb 2016 4:22 pm

I have registered a Pte Ltd company with myself the director and 100% shareholder. I used the standard MAA from ACRA during the incorporation.

How should the AGM be conducted for such a company? Can I hold the AGM myself and sign everything myself?

When reading the MAA, item 47 says that 2 members must be present for general meetings:
47. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as herein otherwise provided, two members present in person shall form a quorum.


What does this mean to me as there is only a single shareholder? Get secretary to attend as second person? Or do I need to change the MAA?

Thanks in advance!

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Re: Quorum for company with single shareholder

Postby sundaymorningstaple » Tue, 02 Feb 2016 5:02 pm

I think you will find, if you read further, you will find the answer "Except as herein otherwise provided," so there is an exception to that rule (which I think you will find, is the proviso whereas there is only a single shareholder. Our main company is 100% owned by our MD. He is a quorum according to our M & A (our "herein otherwise provided") Read the whole thing first, then ask.

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Re: Quorum for company with single shareholder

Postby Strong Eagle » Tue, 02 Feb 2016 10:35 pm

If there is only a single director you must have an outside secretary. You cannot be secretary and file the reports.

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Re: Quorum for company with single shareholder

Postby zha » Tue, 02 Feb 2016 11:10 pm

sundaymorningstaple wrote:I think you will find, if you read further, you will find the answer "Except as herein otherwise provided," so there is an exception to that rule (which I think you will find, is the proviso whereas there is only a single shareholder. Our main company is 100% owned by our MD. He is a quorum according to our M & A (our "herein otherwise provided") Read the whole thing first, then ask.


I did read the M&A, but, didn't find such clauses which allows for single member. Do you mean, those additional need to added to M&A ?

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Re: Quorum for company with single shareholder

Postby zha » Tue, 02 Feb 2016 11:14 pm

Strong Eagle wrote:If there is only a single director you must have an outside secretary. You cannot be secretary and file the reports.


I do have my friend acting as secretary. But he is not a shareholder. Can he be the second person to meet the 2 person requirement?

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Re: Quorum for company with single shareholder

Postby Strong Eagle » Wed, 03 Feb 2016 12:06 am

zha wrote:
Strong Eagle wrote:If there is only a single director you must have an outside secretary. You cannot be secretary and file the reports.


I do have my friend acting as secretary. But he is not a shareholder. Can he be the second person to meet the 2 person requirement?


No he cannot. He is not a member of the company.

However, the MMA is a _model_ MMA... a suggestion. It is not intended to be used verbatim unless it completely meets your needs (and probably shouldn't be used verbatim). Section 36 says you can use the model MMA as is or modify it to suit your needs. Obviously, you want to modify it to reflect that a quorum is the single shareholder.

The number "2" for a quorum is arbitrary. If you had 30 members in a Pte Ltd, I am sure they would object to business being conducted with only 2 people. They might change it to 50 percent of the total members.

Except for certain limitations, you can use the MMA to change the rules whatever way you want, including reporting, payment of directors fees, allowable directors actions, etc.

It is helpful to understand that the MMA is an extension of the rules in the Companies Act. You can modify the rules in quite a few cases, but not in others... for example, you cannot modify your MMA such that profits of the company could go to someone besides the shareholders.

The whole point of the MMA and Companies Act is to provide that framework against which the actions of the company are measured. Should a shareholder, director, employee, supplier, etc complain about any company actions, or file a lawsuit, the directors resolutions AGM/EGM resolutions, etc would be reviewed to see if they are in compliance.

So... no one is ever going to come to you to see if you had a quorum of one or two... it's only you... and I don't think you are going to file a complaint against yourself or sue yourself. If it matters to you, change the quorum count to 1 and file the updated MMA with Bizfile.

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Re: Quorum for company with single shareholder

Postby etaxgct » Wed, 09 Mar 2016 6:51 pm

sundaymorningstaple wrote:I think you will find, if you read further, you will find the answer "Except as herein otherwise provided," so there is an exception to that rule (which I think you will find, is the proviso whereas there is only a single shareholder. Our main company is 100% owned by our MD. He is a quorum according to our M & A (our "herein otherwise provided") Read the whole thing first, then ask.

Hi sundaymorningstaple, you mean "Except as herein otherwise provided" this wording itself has already provided an exemption, without a need of changing the quorum from 2 to 1 in MAA? I am in the same situation as Zha...thanks for advice.

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Re: Quorum for company with single shareholder

Postby Strong Eagle » Wed, 09 Mar 2016 10:52 pm

etaxgct wrote:
sundaymorningstaple wrote:I think you will find, if you read further, you will find the answer "Except as herein otherwise provided," so there is an exception to that rule (which I think you will find, is the proviso whereas there is only a single shareholder. Our main company is 100% owned by our MD. He is a quorum according to our M & A (our "herein otherwise provided") Read the whole thing first, then ask.

Hi sundaymorningstaple, you mean "Except as herein otherwise provided" this wording itself has already provided an exemption, without a need of changing the quorum from 2 to 1 in MAA? I am in the same situation as Zha...thanks for advice.


Your MMA needs to specify what a quorum is.

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Re: Quorum for company with single shareholder

Postby sundaymorningstaple » Wed, 09 Mar 2016 10:53 pm

We are currently doing just that with one of our companies. Changing the M&A from a quorum of two to one.

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Re: Quorum for company with single shareholder

Postby etaxgct » Fri, 11 Mar 2016 6:04 pm

Strong Eagle wrote:
etaxgct wrote:
sundaymorningstaple wrote:I think you will find, if you read further, you will find the answer "Except as herein otherwise provided," so there is an exception to that rule (which I think you will find, is the proviso whereas there is only a single shareholder. Our main company is 100% owned by our MD. He is a quorum according to our M & A (our "herein otherwise provided") Read the whole thing first, then ask.

Hi sundaymorningstaple, you mean "Except as herein otherwise provided" this wording itself has already provided an exemption, without a need of changing the quorum from 2 to 1 in MAA? I am in the same situation as Zha...thanks for advice.


Your MMA needs to specify what a quorum is.

Tks Strong Eagle!

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Re: Quorum for company with single shareholder

Postby etaxgct » Fri, 11 Mar 2016 6:05 pm

sundaymorningstaple wrote:We are currently doing just that with one of our cosmpanies. Changing the M&A from a quorum of two to one.


Tks sundaymorningstaple!


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