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.
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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
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
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
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