Board Of Directors Resolution for Singapore

Board Of Directors Resolution Template for Singapore

A Board of Directors Resolution is a formal document that records decisions made by a company's board of directors in Singapore. It serves as an official record of board decisions and must comply with Singapore's Companies Act and corporate governance requirements. The resolution documents key corporate actions, from routine matters to significant strategic decisions, and requires proper execution according to Singapore law.

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What is a Board Of Directors Resolution?

A Board of Directors Resolution is a crucial corporate governance document used to record and formalize decisions made by a company's board. In Singapore, these resolutions must comply with the Companies Act 1967 and other relevant corporate regulations. The document is essential for maintaining proper corporate records and can cover various matters including financial decisions, appointment of officers, strategic initiatives, or regulatory compliance. Board Of Directors Resolutions are particularly important as they provide legal protection and clear documentation of the board's decision-making process.

What sections should be included in a Board Of Directors Resolution?

1. Title and Date: Identifies the resolution and date of the board meeting

2. Attendance: Lists directors present and absent, confirming quorum requirements are met

3. Preamble: States the company name, registration number, and meeting details including venue/mode

4. Resolution Text: The actual resolution(s) being passed by the board, clearly numbered and stated

5. Voting Results: Records how directors voted on the resolution and confirms majority/unanimous decision

6. Signatures: Signatures of chairman and/or company secretary to certify the resolution

What sections are optional to include in a Board Of Directors Resolution?

1. Background Information: Provides context and rationale for the resolution, used when complex matters need explanation

2. Legal Advice Reference: Reference to any legal opinions or professional advice received regarding the matter

3. Declarations of Interest: Records any conflicts of interest declared by directors in relation to the resolution

What schedules should be included in a Board Of Directors Resolution?

1. Supporting Documents: Key documents referenced in the resolution such as contracts, agreements, or reports

2. Legal Opinions: Attached copies of legal advice or professional opinions received

3. Financial Statements: Relevant financial documents when resolution relates to financial matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Companies Act 1967: Primary legislation governing companies in Singapore, including board governance, directors' duties, and corporate procedures (2020 Revised Edition)

Securities and Futures Act 2001: Key legislation governing securities trading, financial markets, and corporate disclosure requirements in Singapore

Corporate Governance Code: Guidelines and principles for corporate governance standards, particularly applicable to listed companies in Singapore

ACRA Requirements: Regulatory requirements set by the Accounting and Corporate Regulatory Authority for company administration and compliance

SGX Listing Rules: Singapore Exchange regulations governing listed companies' obligations and corporate governance requirements

MAS Guidelines: Monetary Authority of Singapore's regulatory guidelines affecting corporate governance and financial practices

Board Meeting Requirements: Specific rules regarding meeting procedures, quorum requirements, and voting processes for board meetings

Notice Period Rules: Mandatory timeframes for giving notice of board meetings and corporate actions

Directors' Duties: Legal obligations and fiduciary duties of directors under Singapore law

Conflict of Interest Provisions: Rules governing the disclosure and handling of directors' conflicts of interest

Record-Keeping Requirements: Mandatory documentation and maintenance of corporate records and board resolutions

Company Constitution: Company's governing document (formerly Articles of Association) containing internal regulations and procedures

Shareholders' Agreement: Private agreement between shareholders affecting company governance and decision-making processes

Board Policies: Existing internal policies and procedures established by the board for corporate governance

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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