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Board Resolution For Closure Of Subsidiary Company for Singapore

Board Resolution For Closure Of Subsidiary Company Template for Singapore

A Board Resolution for Closure of Subsidiary Company is a formal document under Singapore law that records the decision of a parent company's board of directors to close a subsidiary company. The resolution must comply with Singapore's Companies Act and ACRA requirements, detailing the reasons for closure, appointment of liquidators, and authorization of specific actions. It serves as official evidence of the board's decision and provides legal authority for proceeding with the subsidiary's closure.

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Board Resolution For Closure Of Subsidiary Company

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What is a Board Resolution For Closure Of Subsidiary Company?

A Board Resolution For Closure Of Subsidiary Company is required when a parent company decides to terminate operations of its subsidiary in Singapore. This document is essential for compliance with Singapore's Companies Act and ACRA regulations, typically used when a subsidiary is no longer commercially viable or aligned with the parent company's strategic objectives. The resolution must include specific details about the closure process, appointment of liquidators, handling of assets and liabilities, and authorization of specific individuals to execute the closure. It forms the foundation for all subsequent closure activities and is a key document for regulatory filings.

What sections should be included in a Board Resolution For Closure Of Subsidiary Company?

1. Title and Date: Identifying details of the resolution and meeting date

2. Preamble: Company details and meeting context

3. Attendance: List of directors present and quorum confirmation

4. Background: Reasons for subsidiary closure and financial context

5. Resolutions: Formal decisions regarding closure, appointment of liquidator, and authorization of actions

6. Closure: Signatures and certification of resolution

What sections are optional to include in a Board Resolution For Closure Of Subsidiary Company?

1. Appointment of Representatives: Specific section for when dedicated individuals need authorization to handle closure procedures. Used for complex closures requiring dedicated representatives.

2. Asset Disposal Instructions: Specific instructions for handling company assets. Used when subsidiary has significant assets requiring specific disposal procedures.

3. Employee Matters: Specific provisions for employee termination and benefits. Used when subsidiary has employees that need to be terminated.

What schedules should be included in a Board Resolution For Closure Of Subsidiary Company?

1. Schedule of Assets: Detailed list of subsidiary's assets for disposal

2. List of Outstanding Obligations: Schedule of creditors and financial obligations

3. Supporting Documents: Relevant financial statements, tax clearances, and regulatory approvals

4. Power of Attorney: Documentation for appointed representatives authorized to handle closure procedures

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 company closure including Sections 254-296 on winding up procedures, voluntary winding up requirements, and necessary director/shareholder approvals

Corporate Governance Framework: Internal governance requirements including company's constitution/articles of association, board meeting procedures, and voting thresholds for major decisions

ACRA Regulations: Regulatory requirements from Accounting and Corporate Regulatory Authority including filing requirements, striking off procedures, and relevant forms and timelines

Tax Legislation: Tax-related considerations including Income Tax Act, GST Act, tax clearance requirements from IRAS, and settlement of outstanding tax liabilities

Employment Act: Employment-related requirements including proper employee termination procedures, settlement of outstanding employee obligations, and CPF requirements

Third Party Obligations: Requirements relating to external stakeholders including settlement of creditor claims, contract terminations, and proper asset disposal procedures

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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