Board Resolution For Call On Shares Template for Singapore

When your Singapore company has issued partly paid shares and needs to collect the remaining unpaid amounts, you'll need a Board Resolution For Call On Shares. This formal document authorizes your board of directors to demand payment from shareholders for their outstanding share obligations, ensuring compliance with Singapore's Companies Act 1967 and maintaining proper corporate governance standards.

When do you need this document?

You'll require this resolution when your company needs additional working capital and has shareholders holding partly paid shares. Common scenarios include funding expansion projects, meeting unexpected operational costs, or strengthening the company's financial position. The resolution is also necessary when your company constitution or shareholder agreements specify conditions that trigger calls on shares. Singapore companies often use this mechanism instead of seeking external financing, as it allows them to access committed capital from existing shareholders who have already agreed to pay the full share value.

Key legal considerations

The resolution must comply with your company's constitution and the specific provisions outlined in Section 70 of the Companies Act 1967. You need to ensure proper notice is given to shareholders, typically 14 days minimum unless your constitution specifies otherwise. The call amount cannot exceed the unpaid portion of shares, and payment terms must be reasonable and clearly stated. Consider the financial impact on shareholders and whether uniform calls across all partly paid shares are appropriate. For listed companies, additional SGX Listing Rules may apply, requiring disclosure obligations and potentially shareholder approval for significant calls. The resolution should specify consequences of non-payment, including potential forfeiture of shares under Section 73 of the Act.

Legal requirements in Singapore

Under Singapore law, the board must have proper authority to make calls on shares, either through the Companies Act 1967 or specific provisions in your company constitution. Section 70 grants this power unless restricted by the constitution. The resolution must be passed at a properly constituted board meeting with the required quorum present. Minutes must be maintained as required under Section 19 of the Act, and the resolution should be filed in your company's records. Ensure compliance with Sections 62-74 regarding share capital management and consider any restrictions in your company constitution. The Code of Corporate Governance may also apply, particularly for listed companies, requiring additional procedural safeguards and transparency measures.