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Board Resolution Ratifying Prior Acts for Singapore

Board Resolution Ratifying Prior Acts Template for Singapore

A Board Resolution Ratifying Prior Acts is a formal document under Singapore corporate law that retroactively approves and validates actions previously taken on behalf of the company. This document demonstrates compliance with the Companies Act (Cap. 50) and ensures proper corporate governance by formally documenting the board's approval of past actions. It provides legal protection for the company and its officers while maintaining transparency in corporate decision-making.

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Board Resolution Ratifying Prior Acts

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What is a Board Resolution Ratifying Prior Acts?

A Board Resolution Ratifying Prior Acts is commonly used when certain corporate actions have been taken without prior formal board approval, or when there is a need to confirm and validate previous decisions. Under Singapore law, this document serves as a critical corporate governance tool, ensuring compliance with the Companies Act (Cap. 50) and protecting both the company and its officers. The resolution typically details the specific actions being ratified, confirms their alignment with company interests, and provides legal certainty for stakeholders. It's particularly valuable during corporate restructuring, audit processes, or when addressing governance gaps.

What sections should be included in a Board Resolution Ratifying Prior Acts?

1. Title and Date: Identifies the company and date of resolution

2. Preamble: States the authority under which the resolution is made and confirms quorum/proper notice

3. Recitals: Background information explaining the circumstances and reasons for ratification

4. Resolution Statement: The formal decision to ratify specific acts, including details of what is being ratified

5. Authentication: Signatures of required directors and/or company secretary, date of signing

What sections are optional to include in a Board Resolution Ratifying Prior Acts?

1. Specific Acts Description: Detailed description of acts being ratified, used when acts are complex or numerous

2. Conditions: Any conditions attached to the ratification, used when ratification is conditional

3. Indemnification: Protection clause for officers/directors, used when liability concerns exist

What schedules should be included in a Board Resolution Ratifying Prior Acts?

1. Schedule A - List of Ratified Acts: Detailed inventory of specific actions, transactions, or decisions being ratified

2. Schedule B - Supporting Documents: Copies of relevant agreements, contracts, or other documents referenced in the resolution

3. Schedule C - Board Meeting Minutes: Minutes of the meeting where ratification was discussed and approved

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 operations in Singapore, particularly sections 157 (Directors' duties), 157A (Powers of directors), 158 (Directors' resolutions), and 179 (General requirements for meetings and resolutions)

Code of Corporate Governance 2018: Key corporate governance guidelines issued by MAS and SGX, providing principles and provisions for listed companies in Singapore

SGX Listing Rules: Regulations and compliance requirements for companies listed on the Singapore Exchange

Company Constitution: Company's fundamental governing document (formerly known as Memorandum and Articles of Association) which sets out the basic rules for company administration

Limitation Act (Cap. 163): Legislation governing time limits for various legal actions and claims in Singapore

Securities and Futures Act (Cap. 289): Legislation governing securities, derivatives, and financial markets in Singapore, relevant for listed companies or those dealing with securities

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the company's industry and business activities

Practice Guidance: Supplementary guidelines issued by MAS to complement the Code of Corporate Governance, providing guidance on implementation

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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