Change Of Directors Resolution for Singapore

Change Of Directors Resolution Template for Singapore

A Change of Directors Resolution is a formal document required under Singapore's Companies Act that records the appointment, resignation, or removal of company directors. It must be filed with ACRA within 14 days of the change and includes details of the board meeting where the decision was made, specific resolutions passed, and necessary personal information of incoming or outgoing directors. The document serves as official evidence of changes to company leadership and ensures compliance with Singapore's corporate governance requirements.

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What is a Change Of Directors Resolution?

The Change of Directors Resolution is a crucial corporate governance document used when there are changes to a company's board composition in Singapore. It is required whenever a director is appointed, resigns, or is removed from their position. The resolution must comply with the Companies Act (Cap. 50) and ACRA regulations, containing specific details about the board meeting, the changes made, and relevant director information. This document is essential for maintaining accurate corporate records and must be properly filed with ACRA within statutory timeframes. It forms part of the company's official records and may be required for various corporate transactions or regulatory compliance matters.

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

1. Meeting Details: Date, time, location, and attendance information of the board meeting

2. Quorum Confirmation: Statement confirming that the required quorum was present for the meeting

3. Resolution Details: Specific resolutions regarding the resignation and/or appointment of directors

4. Effective Date: Date when the director changes take effect

5. Authorization: Board authorization for filing necessary documents with ACRA and other relevant authorities

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

1. Additional Appointments: Changes to board committees or specific roles, included when reassigning responsibilities

2. Acknowledgments: Recognition of departing director's service, included for amicable departures

3. Transitional Arrangements: Temporary measures during leadership transition, included for complex changes

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

1. Director Information Schedule: Personal details and particulars of new director(s) required for ACRA filing

2. Resignation Letter: Copy of formal resignation letter from departing director(s)

3. Consent to Act: New director's formal written acceptance of appointment

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 company operations in Singapore, particularly sections 149 (Company directors), 152 (Appointment of directors), 153 (Removal of directors), 165 (Director's fiduciary duties), and 173 (Register of directors)

ACRA Requirements: Regulatory requirements from the Accounting and Corporate Regulatory Authority including Form 45 filing, 14-day notification period for director changes, and prescribed documentation formats

Company Constitution: Company's governing document specifying provisions for director appointments/removals, quorum requirements, voting procedures, and notice requirements for board meetings

Corporate Governance Requirements: Including SGX Listing Rules for listed companies, Code of Corporate Governance, and any industry-specific regulations that may apply to the company

Company Secretary Requirements: Section 171 requirements regarding company secretary duties, proper documentation maintenance, and filing procedures for director changes

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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