Singapore legislation
Section 446
Section 446
Resolutions by correspondence
(1)
A relevant officeholder may seek to obtain the passing of a resolution by creditors or contributories without holding a meeting by giving notice of the resolution to every creditor or contributory who is entitled to be notified of a meeting at which the resolution could be passed.
(2)
In order to be counted, a vote must —
be received by the relevant officeholder by 1 p.m. on the closing date specified in the notice;
be in writing or in a permitted alternative form; and
in the case of a vote cast by a creditor, be accompanied by a proof of debt unless it has already been lodged with the relevant officeholder.
(3)
If any vote cast by a creditor is received without a proof of debt, or the relevant officeholder decides that the creditor or contributory is not entitled to vote under the Act or the regulations, then that creditor’s or contributory’s vote must be disregarded.
(4)
The closing date may be set at the discretion of the relevant officeholder, but in any event it must not be set less than 14 days after the giving of notice mentioned in subsection (1).
(5)
For the resolution to be passed, the relevant officeholder must receive at least one valid vote by the closing date specified in the notice.
(6)
If no valid vote is received by the closing date specified, the relevant officeholder must call a meeting of creditors or contributories at which the resolution could be passed.
(7)
Creditors whose debts amount to at least 10% of the total debts of the company may, within 7 days after the giving of notice provided for in subsection (1), require the relevant officeholder to summon a meeting of creditors to consider the resolution.
(8)
Contributories representing at least 10% of the total value of all contributories may, within 7 days after the giving of notice provided for in subsection (1), require the relevant officeholder to summon a meeting of contributories to consider the resolution.
(9)
A reference in this Act or the regulations to a resolution passed at a creditors’ or contributories’ meeting includes a reference to a resolution passed under this section.
(10)
For the purposes of subsection (2), a vote is “in a permitted alternative form” if, and only if, it is sent or otherwise supplied in a form other than writing that —
is currently agreed between the relevant officeholder and the creditor or contributory as a form in which the vote may be sent or otherwise supplied to the relevant officeholder; and
is such that votes sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.