Board Resolution To Dissolve Corporation for Singapore

Board Resolution To Dissolve Corporation Template for Singapore

A Board Resolution to Dissolve Corporation is a formal document under Singapore law that records the board of directors' decision to wind up the company. It must comply with the Companies Act (Cap. 50) and ACRA requirements, including specific provisions for voluntary winding up, appointment of liquidators, and asset distribution. This resolution initiates the formal dissolution process and must address tax clearance, employee obligations, and creditor settlements.

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What is a Board Resolution To Dissolve Corporation?

A Board Resolution To Dissolve Corporation is a crucial document required when a Singapore company decides to cease operations. It serves as the official record of the board's decision to dissolve the company and initiates the winding-up process. This document is necessary when companies choose voluntary dissolution due to various reasons such as completed business purpose, financial difficulties, or strategic restructuring. The resolution must comply with Singapore's Companies Act and ACRA regulations, detailing the dissolution process, appointment of liquidators, and plans for asset distribution. It forms the foundation for all subsequent dissolution activities and regulatory filings.

What sections should be included in a Board Resolution To Dissolve Corporation?

1. Title and Date: Formal identification of the resolution and date of meeting, including company name and registration number

2. Attendance: List of directors present, confirmation of quorum, and details of meeting chairperson

3. Preamble: Company details, meeting context, and reference to relevant Companies Act provisions

4. Background: Brief explanation of the reasons for dissolution and confirmation of board discussions

5. Resolutions: Core dissolution decisions including: dissolution approval, appointment of liquidator, authorization for filing with ACRA

6. Certification: Authentication by company secretary or director, with date and signatures

What sections are optional to include in a Board Resolution To Dissolve Corporation?

1. Declaration of Solvency: Required only for solvent voluntary winding up, including statutory declaration by directors

2. Asset Distribution Plan: Details of how company assets will be distributed among shareholders after creditor settlement

3. Creditor Settlement Plan: Comprehensive plan for settling outstanding debts and liabilities

4. Employee Related Matters: Provisions for handling employee termination, outstanding salaries, and benefits

What schedules should be included in a Board Resolution To Dissolve Corporation?

1. Schedule A - List of Assets: Comprehensive inventory of company assets and their estimated values

2. Schedule B - List of Creditors: Complete list of company creditors and amounts owed

3. Schedule C - Regulatory Notices: Copies of required notices to ACRA and other regulatory bodies

4. Appendix 1 - Solvency Statement: Formal declaration of company's solvency status signed by directors

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 (Cap. 50): Primary legislation governing corporate dissolution, including Sections 290 (Voluntary winding up), 293 (Resolution requirements), and 294 (Notice requirements for voluntary winding up)

ACRA Requirements: Regulatory requirements from Accounting and Corporate Regulatory Authority including filing requirements for striking off, notice requirements to stakeholders, and timeline compliance for dissolution

Income Tax Act: Tax-related requirements including obtaining tax clearance from IRAS (Inland Revenue Authority of Singapore) and settling outstanding tax obligations

Employment Act: Labor law requirements covering employee termination procedures and settlement of outstanding salary and benefits obligations

Insolvency, Restructuring and Dissolution Act 2018: Legislation governing company dissolution procedures, including requirements for solvent/insolvent companies, liquidator appointment, and asset distribution

Board Meeting Requirements: Procedural requirements including proper notice to board members, quorum requirements, and majority voting rules for valid resolution

Declaration of Solvency: Formal declaration required stating the company's ability to pay its debts in full within specified period

Liquidator Appointment: Requirements and procedures for appointing a qualified liquidator to oversee the dissolution process

Asset Distribution Plan: Framework for how company assets will be distributed and liabilities settled during the dissolution process

Dissolution Timeline: Statutory timelines and deadlines that must be followed throughout the dissolution process

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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