Our directors, Mark Lee (Managing Director) and Sarah Yeo (Director), have authored the Singapore chapters of Chambers and Partners’ Chambers Global Practice Guide: Shareholders’ Rights & Shareholder Activism 2026, with Richard Brand of White & Case LLP as Contributing Editor. ML Chambers wrote both the Singapore Law and Practice chapter and the Trends and Developments chapter.
Shareholder and boardroom disputes are at the core of our practice. We act for minority and majority shareholders, directors, C-suite professionals, joint venture partners and corporate groups in high-stakes, often cross-border disputes, in the Singapore courts and in international arbitration.
Law and Practice: key points for shareholders and directors in Singapore
Company structures, share classes and shareholders’ agreements
- Private companies limited by shares are the most common vehicle in Singapore. They are capped at 50 members, full foreign ownership is permitted, and at least one director must be ordinarily resident in Singapore.
- Companies may issue different classes of shares with different voting, dividend and winding-up rights. Holders of at least 5% of a class can apply to court under section 74 of the Companies Act 1967 to challenge a variation of their class rights.
- A shareholders’ agreement is strongly recommended, but the company’s constitution binds members by statute and prevails if the two conflict (BTY v BUA [2018] SGHC 213).
Shareholders’ meetings and resolutions
- Shareholders holding at least 10% of the paid-up shares can requisition an extraordinary general meeting (EGM). If the directors do not convene it within 21 days, the requisitionists may call it themselves.
- Ordinary resolutions need a simple majority; special resolutions need 75% of votes cast (for example, to amend the constitution, change the company’s name or reduce share capital).
- Private and unlisted public companies may pass written resolutions, and virtual meetings are permitted where the constitution allows.
- Resolutions may be challenged for procedural irregularity, defective notice or acts outside the company’s powers.
Share issues, transfers, buybacks and dividends
- There are no automatic pre-emption rights unless the constitution or shareholders’ agreement provides for them.
- Directors need prior shareholder approval to issue shares under section 161 of the Companies Act. Shares issued in breach are void, and directors may be personally liable.
- Substantial shareholders (5% or more) of listed companies must disclose changes in their interests under the Securities and Futures Act 2001.
- Share buybacks require shareholder approval, and dividends may be paid only out of profits (section 403). A director who knowingly authorises an unlawful dividend commits an offence.
Appointing and removing directors
- Shareholders may appoint and remove directors by ordinary resolution. Public companies require special notice of 28 days to remove a director; a private company’s constitution may modify the position.
Shareholder remedies: minority oppression and derivative actions
- Minority oppression (section 216): personal remedies where the company’s affairs are conducted oppressively or in a manner unfairly prejudicial to a shareholder.
- Statutory derivative action (section 216A): a claim brought on the company’s behalf, for example against directors in breach of their duties. Leave of court requires 14 days’ notice to the directors, good faith, and a prima facie case that the action is in the company’s interests.
- Other remedies include just and equitable winding up. Courts will not punish good-faith commercial decisions that simply turn out badly.
Shareholder activism in Singapore
- Activists rely on statutory rights to requisition meetings, propose resolutions, vote and inspect registers, backed by minority oppression and derivative claims.
- Common aims include governance and board changes, returns through buybacks or dividends, strategic or operational reform and ESG objectives.
- Typical tactics include building a stake to reach voting or blocking thresholds, then pressing for board or management changes. Private equity and hedge funds are the most active players.
- Companies are best placed to respond with regular shareholder engagement (not just at AGMs and EGMs), independent directors and strong internal controls.
How ML Chambers can help
Our lawyers advise and act in:
- Minority oppression claims (section 216, Companies Act 1967)
- Statutory derivative actions (section 216A)
- Breach of directors’ duties claims
- Joint venture disputes, deadlock and board control contests
- EGM requisitions, shareholder activism campaigns and responses
- Corporate governance and boardroom advisory
Read the chapters on Chambers and Partners: Law and Practice
Our directors can be contacted at:-