A Special Board Resolution is a crucial corporate governance document used in Singapore when boards need to make decisions that go beyond ordinary business matters. These resolutions are governed by the Companies Act 1967 and must meet specific requirements regarding notice periods, voting thresholds, and filing with ACRA. Typically used for significant corporate actions such as capital structure changes, major asset disposals, or constitutional amendments, Special Board Resolutions require careful drafting to ensure compliance with Singapore's regulatory framework and the company's constitution.
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1. Title and Date: Specifies the type of special resolution and date of passing
2. Company Details: Full legal name of the company, registration number, and registered address
3. Preamble: States the meeting details, confirms quorum was present, and references relevant Companies Act provisions
4. Resolution Text: The main body containing the text of what is being resolved by the board
5. Certification: Authentication section signed by chairman and/or company secretary confirming resolution was duly passed
1. Recitals: Background information explaining the context and necessity of the resolution
2. Additional Authorizations: Specific powers granted to officers or other parties to execute the resolution
3. Statutory Declarations: Required when resolution involves specific statutory compliance matters
1. Meeting Minutes Extract: Relevant extract from the board meeting minutes where resolution was passed
2. Supporting Documents: Any referenced agreements, certificates, or other documents relevant to the resolution
3. Directors' Attendance List: List of directors present and voting on the resolution, including their signatures
4. Notice of Meeting: Copy of the notice sent to directors calling the meeting where resolution was passed
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