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Board Of Directors Resolution Form for Singapore

Board Of Directors Resolution Form Template for Singapore

A Board of Directors Resolution Form under Singapore law is a formal document that records decisions made by a company's board of directors. It serves as an official record of board decisions and must comply with the Singapore Companies Act and related regulations. The document captures important corporate decisions, including strategic initiatives, financial matters, operational changes, and governance issues. It requires proper formatting, specific content requirements, and appropriate signatures to be legally valid in Singapore.

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Board Of Directors Resolution Form

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What is a Board Of Directors Resolution Form?

The Board of Directors Resolution Form is a crucial corporate governance document used when the board needs to formally record its decisions. Under Singapore law, these resolutions must comply with the Companies Act (Cap. 50) and may be required for various corporate actions such as opening bank accounts, approving significant transactions, or changing company officers. The form typically includes the resolution text, date, company details, and director signatures. It serves as legal evidence of the board's decisions and is often required by third parties as proof of corporate authorization.

What sections should be included in a Board Of Directors Resolution Form?

1. Title and Date: Formal identification of the resolution and date of passing

2. Company Details: Full legal name, registration number, and registered address

3. Preamble: Statement confirming proper notice and quorum requirements

4. Resolution Text: Clear statement of the decision(s) being made

5. Certification: Statement certifying the resolution was duly passed

6. Signatures: Space for director signatures and dates

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

1. Recitals: Background information explaining the context of the resolution when complex background explanation is needed

2. Conditions Precedent: Any conditions that must be met before the resolution takes effect, used when resolution implementation depends on specific conditions

3. Delegation of Authority: Specific powers granted to implement the resolution, used when implementation requires specific delegated authority

What schedules should be included in a Board Of Directors Resolution Form?

1. Attendance Register: List of directors present at the meeting

2. Supporting Documents: Any relevant documents referenced in the resolution

3. Voting Record: Record of how directors voted, included when voting was not unanimous

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses

























Industries

Companies Act (Cap. 50): Primary legislation governing Singapore companies, covering directors' duties, powers, decision-making processes, requirements for board meetings, resolutions, and record-keeping obligations

Securities and Futures Act (Cap. 289): Legislation governing securities trading and corporate matters, particularly relevant for listed companies, including disclosure requirements and corporate governance regulations

Corporate Governance Code: Non-statutory guidelines providing best practices for board governance, board composition, and responsibilities, especially important for listed companies in Singapore

Company's Constitution: Company's internal governing document (formerly Articles of Association) that specifies requirements for board resolutions, quorum requirements, and voting procedures

SGX Listing Rules: Rules applicable to listed companies in Singapore, specifying additional requirements for board decisions and disclosure obligations

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant for handling personal information in board resolutions

Electronic Transactions Act: Legislation governing electronic transactions and signatures, relevant when passing resolutions electronically

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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