Resolution To Appoint A Director for Singapore

Resolution To Appoint A Director Template for Singapore

A Resolution to Appoint a Director is a formal corporate document used in Singapore to officially appoint an individual to a company's board of directors. It must comply with the Singapore Companies Act (Cap. 50) and, where applicable, SGX listing rules and MAS guidelines. The resolution records the board's or shareholders' decision to appoint the director and includes essential details such as the appointment date, director's particulars, and any specific terms of appointment.

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What is a Resolution To Appoint A Director?

A Resolution to Appoint a Director is a crucial corporate governance document required under Singapore law whenever a new director joins a company's board. This resolution serves as official evidence of the appointment and must be filed with ACRA within prescribed timeframes. The document typically includes the director's personal details, confirmation of their consent to act, and any specific terms of appointment. It forms part of the company's statutory records and may require additional provisions for listed companies or regulated entities.

What sections should be included in a Resolution To Appoint A Director?

1. Title and Date: Company name and date of resolution

2. Preamble: Type of resolution (ordinary/special) and meeting details

3. Resolution Statement: Formal appointment statement with director's details

4. Effective Date: When the appointment takes effect

5. Signature Block: For chairman/company secretary authentication

What sections are optional to include in a Resolution To Appoint A Director?

1. Additional Terms: Special conditions of appointment, used when specific terms apply

2. Remuneration Details: If director's compensation is approved in same resolution

3. Committee Appointments: If director is simultaneously appointed to board committees

What schedules should be included in a Resolution To Appoint A Director?

1. Director's Consent to Act: Form 45/written consent from appointed director

2. Director's Details: Personal information and qualifications of new director

3. Declaration of Independence: For independent directors, confirming independence criteria

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) - Director Qualifications: Section 145 of the Companies Act governing the basic qualifications required for company directors in Singapore

Companies Act - Director Requirements: Section 149 outlining the fundamental requirements and responsibilities of company directors

Companies Act - Age Restrictions: Section 153 specifying age limitations and requirements for company directors

Companies Act - Resolution Procedures: Section 171 detailing the procedures for directors' resolutions and meetings

Code of Corporate Governance: Regulatory guidelines issued by MAS for corporate governance, particularly relevant for listed companies

MAS Practice Guidance: Practical guidance issued by Monetary Authority of Singapore for implementing corporate governance principles

Company Constitution Compliance: Requirements specific to the company's constitution regarding director appointments, numbers, and qualifications

SGX Listing Rules: Singapore Exchange requirements for listed companies regarding director appointments and independence criteria

Companies Act Third Schedule: Standard procedures and requirements for passing company resolutions

ACRA Filing Requirements: Regulatory filing requirements including Director's consent (Form 45) and other prescribed forms with ACRA

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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