A Resolution Appointing New Board Members is a crucial corporate governance document required whenever new directors are appointed to a company's board in Singapore. This resolution must comply with the Companies Act (Cap. 50) and ACRA regulations, and typically follows either a shareholders' meeting or board meeting where the appointment is approved. The document includes essential information such as director details, qualifications, appointment terms, and any special designations (such as independent director status). It forms part of the company's statutory records and must be filed with ACRA within the prescribed timeframe. The resolution is particularly important for maintaining proper corporate governance and ensuring transparent board composition changes.
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1. Title and Date: Full company name, type of resolution, and date of resolution
2. Preamble: Company registration details, registered office address, and meeting context
3. Notice and Quorum: Statement confirming proper notice was given and quorum requirements were met
4. Recitals: Background information explaining the need for new director appointments
5. Resolution Statement: Formal declaration of the board's resolution to appoint new director(s)
6. Director Details: Full names, identification numbers, and residential addresses of newly appointed directors
7. Effective Date: Specification of when the appointments take effect
8. Authentication: Signature section for chairman/company secretary to certify the resolution
1. Resignation Acknowledgment: Section acknowledging the resignation of outgoing directors when appointments are replacement appointments
2. Special Requirements: Additional requirements or qualifications for specific director roles (e.g., independent directors)
3. Committee Appointments: Specific board committee assignments for newly appointed directors
1. Schedule 1 - Director's Consent Forms: Formal acceptance of appointment signed by each new director
2. Schedule 2 - Director's Details: Comprehensive personal information and professional qualifications of new directors
3. Schedule 3 - Declaration of Independence: Required declarations for independent director appointments
4. Schedule 4 - Supporting Documents: Copies of identification documents, qualifications certificates, and other relevant documentation
Relevant legal definitions
Company
Board
Directors
Appointee(s)
Constitution
Meeting
Resolution
Effective Date
Independent Director
Executive Director
Non-Executive Director
Governing Documents
Companies Act
ACRA
Board Committee(s)
Company Secretary
Register of Directors
Articles of Association
Qualifying Shares
Term of Office
Board
Directors
Appointee(s)
Constitution
Meeting
Resolution
Effective Date
Independent Director
Executive Director
Non-Executive Director
Governing Documents
Companies Act
ACRA
Board Committee(s)
Company Secretary
Register of Directors
Articles of Association
Qualifying Shares
Term of Office
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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