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Board Resolution
I need a board resolution to authorize the opening of a new corporate bank account, specifying the authorized signatories and their signing limits, and ensuring compliance with local regulatory requirements.
What is a Board Resolution?
A Board Resolution is a formal decision made by a company's directors during their board meetings. It captures important choices about company matters like opening bank accounts, approving contracts, or appointing new officers. In Singapore, these resolutions must follow the Companies Act and the company's constitution.
Board Resolutions give legal weight to business decisions and protect directors by documenting their actions. They can be passed through physical meetings, video conferences, or written resolutions signed by all directors - a flexibility especially valued by Singapore companies. Most banks and government agencies require certified copies of these resolutions before acting on company requests.
When should you use a Board Resolution?
You need a Board Resolution when making significant company decisions in Singapore. Common triggers include opening or closing bank accounts, authorizing major contracts, appointing new directors, changing registered office addresses, or starting legal proceedings. Banks and government agencies often require these resolutions as proof of proper authorization.
Your company benefits from Board Resolutions during critical changes like mergers, share transfers, or when taking out substantial loans. They protect directors by clearly documenting decisions and help maintain good corporate governance. For listed companies, they're essential for compliance with SGX requirements and showing transparency to shareholders.
What are the different types of Board Resolution?
- Board Of Directors Resolution: Standard template for general corporate decisions, used for most company matters and governance issues
- Board Of Directors Resolution For Bank Account Opening: Specific format required by banks to establish new corporate accounts
- Corporate Resolution Form For Signing Authority: Delegates power to specific individuals to sign documents on behalf of the company
- Resolution To Add Signatory To Bank Account: Authorizes additional persons to operate company bank accounts
- Resolution To Change Bank Signatories: Updates or replaces existing bank account authorized signers
Who should typically use a Board Resolution?
- Board Directors: Primary decision-makers who discuss, vote on, and sign Board Resolutions during meetings or via circular resolution
- Company Secretary: Drafts the resolution, maintains records, and certifies copies for external use
- Senior Management: Implements decisions outlined in the resolutions and ensures operational compliance
- External Stakeholders: Banks, government agencies, and business partners who rely on these resolutions as proof of corporate authority
- Corporate Legal Counsel: Reviews resolutions for legal compliance and advises on proper formatting under Singapore law
- Shareholders: May need to ratify certain Board Resolutions, especially for major corporate actions
How do you write a Board Resolution?
- Company Details: Gather ACRA registration number, registered address, and directors' particulars
- Meeting Information: Confirm date, time, location, and quorum requirements per company constitution
- Decision Details: Document the exact action being authorized, including relevant dates and monetary values
- Authority Check: Review company constitution to verify board's power to make this decision
- Supporting Documents: Collect relevant contracts, agreements, or prior resolutions
- Signature Requirements: Identify required signatories and their signing capacity
- Template Selection: Use our platform's Singapore-compliant templates to ensure proper format and legal validity
What should be included in a Board Resolution?
- Company Identification: Full legal name, UEN number, and registered office address
- Meeting Details: Date, venue, and confirmation of proper notice given
- Quorum Statement: Confirmation that required number of directors were present
- Preamble: Background context and purpose of the resolution
- Resolution Text: Clear statement of decision using "RESOLVED THAT" format
- Authority Clause: Names and powers of persons authorized to implement the resolution
- Signature Block: Chairman's signature, date, and company seal (if required)
- Certification: Company secretary's attestation of the resolution's authenticity
What's the difference between a Board Resolution and a Board Minutes?
A Board Resolution differs significantly from a Board Minutes in several key aspects, though both are crucial corporate governance documents in Singapore. While they often work together, they serve distinct purposes and have different legal implications.
- Purpose: Board Resolutions capture specific decisions and authorizations, while Board Minutes document the entire meeting discussion, including debates and dissenting views
- Legal Weight: Resolutions are executable documents that banks and authorities accept as proof of authorization, whereas Minutes serve as historical records
- Format: Resolutions follow a formal "RESOLVED THAT" structure focused on one decision, while Minutes chronologically record all meeting proceedings
- Timing: Resolutions can be passed via circular resolution without a meeting, but Minutes require an actual meeting to have occurred
- Usage: External parties typically request Resolutions for specific actions, while Minutes are mainly for internal record-keeping and compliance
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