Corporate Resolution Document for Singapore

Corporate Resolution Document Template for Singapore

A Corporate Resolution Document under Singapore law is a formal record of decisions made by a company's board of directors or shareholders. It serves as official documentation of corporate actions, complying with the Singapore Companies Act and other relevant legislation. The document formalizes important company decisions such as opening bank accounts, authorizing transactions, appointing officers, or making significant business changes. It must meet specific legal requirements for format, content, and execution under Singapore corporate law.

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What is a Corporate Resolution Document?

A Corporate Resolution Document is a crucial legal instrument used by Singapore companies to document and validate important corporate decisions. It is required whenever a company needs to formally record decisions made by its board of directors or shareholders, particularly for significant actions such as financial commitments, structural changes, or major business decisions. The document must comply with Singapore's Companies Act and corporate governance requirements, often being necessary for regulatory compliance, banking relationships, and corporate record-keeping. Corporate Resolution Documents are fundamental to maintaining proper corporate governance and creating a clear audit trail of company decisions.

What sections should be included in a Corporate Resolution Document?

1. Title and Date: Identifying information including company name and resolution date

2. Preamble: States the authority under which the resolution is made

3. Background: Context and reasons for the resolution

4. Resolutions: The actual decisions being made, clearly numbered

5. Certification: Statement certifying the resolution's validity

6. Signatures: Execution block for required signatories

What sections are optional to include in a Corporate Resolution Document?

1. Recitals: Additional background information (used for complex resolutions)

2. Definitions: Required when resolution contains technical or specific terms

3. Implementation Instructions: Specific steps for carrying out the resolution (used for complex actions)

4. Conditions Precedent: Required when resolution is subject to certain conditions being met

What schedules should be included in a Corporate Resolution Document?

1. Schedule of Authorized Signatories: List of persons authorized to sign under the resolution

2. Supporting Documents: Relevant documents referenced in the resolution

3. Form of Notice: Template for required notices (if applicable)

4. Meeting Minutes: Minutes of the meeting where resolution was passed (if applicable)

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 companies in Singapore that contains requirements for corporate decision-making, rules for passing resolutions, and details of directors' duties and powers

Securities and Futures Act (Cap. 289): Legislation governing securities and financial matters, particularly relevant for resolutions involving shares, securities, or financial transactions, especially for listed companies

Corporate Governance Code: Non-legislative guidelines providing important corporate governance best practices, particularly relevant for listed companies in Singapore

Company Constitution: Internal governing document containing specific requirements for passing resolutions and additional procedural requirements that must be adhered to

Business Trusts Act: Legislation relevant when corporate resolutions involve matters related to business trusts in Singapore

SGX Listing Rules: Rules applicable to companies listed on Singapore Exchange, specifying disclosure requirements and procedures for corporate actions

Notice Period Requirements: Statutory and regulatory requirements for providing adequate notice of corporate meetings and resolutions

Quorum Requirements: Legal and constitutional requirements for minimum number of participants needed for valid corporate decision-making

Voting Thresholds: Required majority percentages for passing different types of resolutions (ordinary vs. special resolutions)

Recording and Filing Requirements: Legal obligations for documenting corporate resolutions and filing them with relevant authorities

Disclosure Obligations: Requirements for transparent communication of corporate decisions to stakeholders and regulatory bodies

Directors' Duties: Legal obligations of directors in making corporate decisions, including managing conflicts of interest and acting in company's best interests

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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