Running a company in Singapore demands more than just business acumen—it requires strict adherence to regulatory obligations. Board resolutions are a critical part of this, serving as formal records of decisions made by directors. Mishandling them can lead to penalties or disputes, making it vital to understand their preparation and filing.

This guide explains what board resolutions are, their role, and how Singapore companies can manage them effectively.

What Is a Board Resolution?

A board resolution is a formal document that captures a decision approved by a company’s board of directors. It confirms agreement on actions, from routine tasks like approving budgets to significant decisions like issuing new shares.

Under Singapore’s Companies Act, resolutions must be documented and stored in the company’s minute book. These records are often reviewed by regulators, auditors, or investors to verify proper governance.

Why Are Resolutions Important?

Board resolutions ensure transparency and accountability. They show that directors have made decisions collectively and in compliance with legal requirements. They also provide a clear record to resolve disputes or confirm authority.

For example, if a director disputes a decision to enter a partnership, the resolution proves agreement. Banks or regulators may also request resolutions to verify authorized actions, making them essential for compliance.

When Are Resolutions Needed?

Not every decision requires a formal resolution. Day-to-day operations can often proceed without documentation. However, decisions impacting the company’s structure, finances, or legal obligations typically require one.

Examples include appointing directors, approving audited accounts, changing the registered office, opening bank accounts, authorizing signatories, issuing shares, or approving major contracts. Documenting these decisions strengthens the company’s records.

Types of Board Resolutions

Singapore recognizes two main types of resolutions:

• Ordinary resolutions: These require a simple majority (over 50% of directors present) and cover routine matters like approving financial statements or appointing auditors.
• Special resolutions: These need at least 75% approval and are used for significant decisions, such as amending the company’s constitution or altering share capital.

Both must be clearly drafted and stored, with special resolutions often requiring filing with the Accounting and Corporate Regulatory Authority (ACRA).

Preparing a Board Resolution

A resolution should be clear and concise. It typically includes the company’s name, the date and place of the meeting (or a note if it’s a written resolution), the directors’ names, the decision’s wording, and the signature of the chairman or directors.

For example:
“It was resolved that the company opens a corporate bank account with OCBC Bank, with Mr. Tan as the authorized signatory.”

Ambiguity can lead to disputes, so many companies rely on their company secretary or corporate secretarial services to draft precise, compliant resolutions.

Filing with ACRA

Most resolutions are stored in the company’s minute book, but certain special resolutions must be filed with ACRA via BizFile+. Examples include changes to the company’s name, constitution, or share structure, which must be submitted within 14 days.

Failure to file on time can result in penalties. A company secretary often ensures these filings are accurate and timely.

The Role of the Company Secretary

Singapore law mandates that every company appoint a company secretary within six months of incorporation. This individual oversees statutory compliance, including the management of board resolutions.

Many businesses, especially startups and SMEs, outsource this role to firms offering corporate secretarial services. These professionals prepare resolutions, advise on compliance, and handle ACRA filings, reducing the risk of errors and allowing directors to focus on business growth.

Avoiding Common Mistakes

Common errors include failing to document key decisions, missing filing deadlines, using vague language, or storing resolutions poorly. Some directors assume emails or verbal agreements suffice, but the Companies Act requires formal documentation.

Vague resolutions, such as “It was resolved to proceed with business plans,” may not hold up during audits or legal scrutiny. Precision and proper storage are critical.

Best Practices for Compliance

To ensure compliance, companies should:

• Document resolutions promptly after decisions.
• Use clear, specific language.
• Store records securely in both digital and physical formats.
• Work with a company secretary or corporate secretarial services provider for expert support.

Resolutions are a vital part of governance, protecting the company during audits or disputes.

Conclusion

Board resolutions are a cornerstone of corporate governance in Singapore, ensuring decisions are documented and compliant with the Companies Act. Proper handling builds trust with stakeholders and avoids penalties.

Engaging corporate secretarial services simplifies this process. A skilled company secretary ensures resolutions are accurate, compliant, and filed on time, allowing businesses to focus on growth while meeting regulatory requirements.