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Special Board Resolution for Singapore

Special Board Resolution Template for Singapore

A Special Board Resolution in Singapore is a formal document recording significant decisions made by a company's board of directors that require special notice or higher voting threshold under Singapore's Companies Act. It must comply with ACRA requirements and is typically used for major corporate actions such as changes to share capital, constitutional amendments, or significant business transactions.

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What is a Special Board Resolution?

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.

What sections should be included in a Special Board Resolution?

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

What sections are optional to include in a Special Board Resolution?

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

What schedules should be included in a Special Board Resolution?

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

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 1967: Primary legislation governing company operations in Singapore (2020 Revised Edition), particularly Sections 157, 157A, 179, and 184 covering directors' powers, duties, and resolution requirements

Securities and Futures Act 2001: Legislation governing securities, derivatives and financial markets in Singapore, relevant for corporate actions and disclosures

Company Constitution: Company's foundational document that sets out internal management rules and procedures for board resolutions

ACRA Requirements: Regulatory requirements from the Accounting and Corporate Regulatory Authority for filing and maintaining corporate records

SGX Listing Requirements: Singapore Exchange regulations applicable to listed companies regarding corporate actions and board resolutions

Code of Corporate Governance 2018: Guidelines for corporate governance practices in Singapore, including board procedures and decision-making processes

Quorum Requirements: Minimum number of directors required to be present for valid board meetings and resolution passing

Notice Period Requirements: mandatory timeframes for giving notice of board meetings and circulation of resolution materials

Special Resolution Thresholds: Specific voting majority requirements for passing special resolutions, typically 75% of votes

ACRA Filing Requirements: Statutory requirements for filing board resolutions and related documents with ACRA within prescribed timeframes

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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