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Board Resolution For Issue Of Shares for Singapore

Board Resolution For Issue Of Shares Template for Singapore

A Board Resolution for Issue of Shares is a formal document under Singapore law that records the board of directors' decision to issue new shares in the company. It must comply with the Companies Act (Cap. 50) and the company's constitution, detailing the number of shares, class of shares, issue price, and recipients. This document serves as official evidence of the board's authorization and is required for regulatory filings with ACRA (Accounting and Corporate Regulatory Authority).

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Board Resolution For Issue Of Shares

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What is a Board Resolution For Issue Of Shares?

A Board Resolution For Issue of Shares is a crucial corporate document required whenever a Singapore company wishes to issue new shares. It demonstrates compliance with the Companies Act (Cap. 50) and corporate governance requirements, documenting the board's approval of share issuance terms, including share class, quantity, price, and recipient details. This resolution is essential for capital raising, employee stock options, or strategic investments, and must be properly maintained in company records and filed with relevant authorities. It forms part of the company's statutory records and may be required for due diligence or regulatory purposes.

What sections should be included in a Board Resolution For Issue Of Shares?

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

2. Attendance Details: List of directors present and confirmation of quorum

3. Recitals: Background information explaining the reason for share issuance

4. Resolution Details: Specific terms of share issuance including number, class, and price

5. Authorization: Empowerment of specific officers to execute the share issuance

What sections are optional to include in a Board Resolution For Issue Of Shares?

1. Additional Terms: Special conditions or restrictions on the shares, used when issuing special classes of shares

2. Regulatory Compliance: Specific mentions of regulatory requirements, needed for listed companies

3. Pre-emptive Rights Waiver: When existing shareholders' pre-emptive rights need to be addressed

What schedules should be included in a Board Resolution For Issue Of Shares?

1. Share Certificate Template: Format of the share certificates to be issued

2. Shareholder Details: List of new shareholders and their respective allocations

3. Rights and Restrictions: Detailed terms of the shares being issued, if any special rights attach

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 corporate actions in Singapore. Key sections include: Section 63 (Power to issue shares), Section 64A (Rights attached to shares), Section 161 (Directors' power to allot and issue shares), Section 162 (Registration of share issuance), and Section 63A (No par value shares)

Securities and Futures Act (Cap. 289): Regulates securities offerings and trading. Particularly relevant for public offerings, listed companies, and securities-related requirements

SGX Listing Rules: Applicable for listed companies, covering Chapter 8 (Changes in Capital), Chapter 9 (Interested Person Transactions), and General Share Issue Mandate requirements

Company Constitution: Company's foundational document that sets out share issuance procedures, directors' powers, pre-emptive rights, and share class rights

Stamp Duties Act: Legislation governing stamp duty requirements for share transfers and issuances

Corporate Governance Requirements: General corporate governance principles and best practices applicable to Singapore companies

Shareholders' Agreement: Any existing agreement between shareholders that may contain provisions affecting share issuance

Board Policies: Existing internal policies and procedures established by the board regarding share issuance

MAS Guidelines: Monetary Authority of Singapore guidelines that may be applicable, especially for financial institutions or listed companies

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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