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A board resolution is the written record of a decision taken by a Singapore company's directors. It is passed at a meeting or signed in writing and kept in the company records. ACRA, the Accounting and Corporate Regulatory Authority, takes a notice of resolution on Bizfile only for resolutions that must be lodged, and the ordinary resolution notice is free. Checked .
When do you need a board resolution?
The company constitution decides. The Companies Act does not list every action that needs a resolution, so the practical rule is: if a bank, auditor, buyer or ACRA could later ask who agreed, write it down. Common cases:
- opening a bank account and naming signatories
- appointing a director or secretary, see change a director
- approving a loan or a major contract
- accepting a director's resignation, see director resignation
- approving accounts and calling the AGM, see annual return and AGM
- recommending an issue of shares to members, see issue new shares
Board resolution or members' resolution?
Directors manage the business, and shareholders decide matters that law or the constitution reserve to them. The two are not interchangeable.
| Board resolution | Members' resolution | |
|---|---|---|
| Passed by | Directors | Shareholders |
| Typical use | Bank accounts, contracts, appointments | Changing the constitution, name or share issues |
| Filed with ACRA | Not usually | Yes for notices of resolution, filed on Bizfile |
ACRA says a company must get approval at a general meeting before it allots shares, even where the constitution lets directors decide. A board resolution alone does not cover that step.
Meeting or written resolution?
Both forms are valid if the constitution allows them. A meeting needs a quorum, notice and minutes. A written resolution is signed by the directors and needs no meeting, so it suits a small board. Check the signing rule in your company constitution, because some require every director to sign.
For AGMs, ACRA says a private company can dispense with the AGM if all members pass a resolution to do so, and can handle AGM matters in writing. Hard copies, emails or other legible formats the company and members agree on are accepted.
How do you write one?
Keep the form plain. Use this order:
- Company name and UEN.
- Date and place, or "in writing".
- Names of the directors who sign.
- The decision, starting with "RESOLVED that".
- The authority given, such as who may sign for the company.
- Signatures and dates.
Example of the core line: "RESOLVED that the company opens a business account with the bank, and that any one director may sign the account forms." Keep the sentence about one decision per line. A resolution that mixes five matters is hard to prove later.
What goes to ACRA?
ACRA's Notice of Resolution eService on Bizfile handles ordinary resolutions, special resolutions, minutes filed by a holding company representative, and a financial assistance notice.
| Filing | Fee | Processing |
|---|---|---|
| Notice of resolution, ordinary resolution | Free | Immediate |
You upload the resolution as a PDF up to 5MB. Use file names with letters and numbers only. A director or the company secretary can file, or a corporate service provider can file for you. For any filing deadline, ACRA's pages we read do not state one for this notice, so check with ACRA for your resolution type.
Most other ACRA filings use their own forms. Officer changes and shares are reported within 14 days under their own transactions. See register of directors.
Where do you keep resolutions?
In the company's minute book or records, with the date and signatures. If a corporate secretary works for you, the secretary normally holds them. See what a corporate secretary does.
Want a provider to prepare them?
Use the quote form on this page. We are an independent guide, not ACRA or a law firm, and we pass your request to suitable providers who each set their own price. For a company secretary who drafts and files for you, start with corporate secretary.
Sources
- ACRA, Filing a notice of resolution, https://www.acra.gov.sg/manage/companies/filing-a-notice-of-resolution/ (types of notices)
- ACRA, Filing a notice of resolution (ordinary resolution), https://www.acra.gov.sg/manage/companies/filing-a-notice-of-resolution/filing-a-notice-of-resolution-ordinary-resolution/ (fee, speed, file format)
- ACRA, Filing a return of allotment of shares, https://www.acra.gov.sg/manage/companies/shares/allotment-of-shares/ (general meeting approval)
- ACRA, Dispensing with AGMs, https://www.acra.gov.sg/how-to-guides/annual-general-meetings/dispensing-with-agms (written resolutions, all members)
- ACRA, Updating company information, https://www.acra.gov.sg/how-to-guides/updating-information-of-companies-and-company-officers (14 day reporting)
