Extraordinary General Meeting (EGM): when and how it is called
An Extraordinary General Meeting is any shareholders' meeting other than the AGM. The board can call it anytime, or members with 10% can requisition one.
Short answer
An Extraordinary General Meeting (EGM) is any general meeting of a company's shareholders other than the Annual General Meeting. It is called under section 100 of the Companies Act, 2013 when shareholder approval is needed between AGMs, such as for altering the articles, issuing shares by private placement or approving ESOPs.
- Governed by
- Section 100, Companies Act 2013
- Requisition right
- Members holding at least 10% of paid-up voting capital
- Board must act
- Call within 21 days; hold within 45 days of requisition
- Notice
- 21 clear days, or shorter with required consent
Who can call an EGM
The board of directors can call an EGM whenever it considers necessary. Members can also force one: holders of at least one-tenth of the paid-up share capital carrying voting rights may deposit a signed requisition stating the business. The board must then call the meeting within 21 days and hold it within 45 days of the requisition. If the board fails to act, the requisitionists themselves may call and hold the meeting within three months of the requisition, and the company must reimburse their reasonable expenses.
Notice and voting
An EGM needs at least 21 clear days' written notice with an explanatory statement for each item of special business, setting out the nature of the item and the interest of directors. For an EGM, a shorter notice is valid if a majority in number of members entitled to vote, representing at least 95% of the paid-up share capital, agree in writing.
Quorum for a private company is two members personally present unless the articles say otherwise. Special resolutions passed at the EGM must be filed with the ROC in Form MGT-14 within 30 days.
Why it matters for startups
Most funding rounds need an EGM to approve the private placement offer, alter the articles to reflect investor rights and sometimes increase authorised capital. Founder-led companies with few shareholders usually hold it at short notice with written consent from all members. Keep the signed consents, attendance sheet and minutes, because investors' lawyers will ask for them during due diligence.
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Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
What is the difference between an AGM and an EGM?
An AGM is the mandatory yearly meeting that deals with accounts, dividends and auditors. An EGM is any other general meeting held for specific business between AGMs.
Can an EGM be held at short notice?
Yes, if a majority in number of members entitled to vote, holding at least 95% of the paid-up share capital, consent in writing to the shorter notice.
Does a One Person Company need an EGM?
No meeting is needed in practice. A resolution entered in the minute book and signed by the sole member is treated as passed at a meeting.