Can an EGM be held at a place outside India?


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Summary:

  1. An Extra-Ordinary General Meeting of an Indian Company or a subsidiary of an Indian Company, called by the Board of Directors, can be held at any place within India;
  2. An Extra-Ordinary General Meeting of a wholly owned subsidiary of a Company incorporated outside India, called by the Board of Directors of the Company, can be held at a place outside India;
  3. An Extra-Ordinary General Meeting of a Company called by the members/ requisitionists shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated.

Extract:

An (EGM) Extra-Ordinary General Meeting may be called by the Board of Directors of the Company whenever it deems fit in view of the provisions of Section 100 of the Companies Act, 2013.  Members of the Company can also call for an Extra-Ordinary General Meeting in terms of the said section and the rules made thereunder.

There is no restriction regarding the place of an Extra-Ordinary General Meeting as per Companies Act, 2013 and as per Secretarial Standard 2 (SS-2) issued by the ICSI.

Unlike an Annual General Meeting which is supposed to be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situated, as per Companies Act, 2013, an Extra-Ordinary General Meeting can be held at any place within India subject to the following exception:

1. An Extra-Ordinary General Meeting of a wholly owned subsidiary of a company incorporated outside India (i.e. wholly owned Indian subsidiary of a foreign entity), may be held at a place outside India.

However, as per SS-2, a Meeting called by the requisitionists shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.


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