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Circular Resolution Of Shareholders

Circular Resolution Of Shareholders Template for Singapore

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders to approve the issuance of 10,000 new ordinary shares to our Series A investors, with the resolution to take effect from March 15, 2025."

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Document background
A Circular Resolution of Shareholders is commonly used in Singapore when companies need to obtain shareholder approval without convening a physical meeting. This document is particularly valuable when urgent decisions are required or when organizing a physical meeting would be impractical. The resolution must comply with Singapore's Companies Act 1967 and typically includes details of the proposed resolution, voting requirements, and shareholder signatures. It's especially useful for private companies with a small number of shareholders or when unanimous consent is expected.
Suggested Sections

1. Title and Date: Identifying the document as a shareholders' circular resolution with date

2. Company Details: Full company name, registration number, and registered address

3. Recitals: Background information explaining why the resolution is needed

4. Resolution Text: Clear statement of the resolution(s) being passed

5. Declaration of Approval: Statement confirming shareholders' approval

6. Signature Block: Space for shareholders' signatures and details

Optional Sections

1. Conditions Precedent: Any conditions that must be met before the resolution takes effect - use when resolution implementation depends on specific conditions

2. Effective Date: Specific date when resolution takes effect if different from signing date - use when implementation date differs from approval date

Suggested Schedules

1. Supporting Documents: Any relevant documents referenced in the resolution

2. Shareholder Details: List of all shareholders with their shareholding details

3. Voting Record: Record of how each shareholder voted (if not unanimous)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
















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Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing company operations in Singapore, particularly Sections 184A-184F regarding Written Resolutions, Section 179 on general provisions for meetings and votes, and Section 184G on passing resolutions by holding company

Company Constitution: Company's foundational document that must be checked to confirm whether circular resolutions are permitted and any specific requirements or restrictions regarding passing of shareholders' resolutions

Corporate Governance Requirements: Including SGX Listing Rules (for listed companies) and Code of Corporate Governance, which may impose additional requirements on shareholder resolutions

Electronic Transactions Act 2010: Relevant legislation if the resolution is to be circulated and signed electronically, ensuring legal validity of electronic signatures and communications

Unanimous Approval Requirements: Verification of whether the specific resolution requires unanimous shareholder approval

Response Timeframe: Legal and practical requirements for the time frame within which shareholders must respond to the circular resolution

Documentation Requirements: Legal requirements for proper documentation and record-keeping of the circular resolution process and outcomes

Notice Requirements: Legal obligations regarding the format and timing of notices to shareholders about the circular resolution

Quorum Requirements: Verification of minimum number of shareholders required to make the resolution valid

Voting Rights and Thresholds: Understanding of different shareholder classes' voting rights and the thresholds required for resolution approval

ACRA Registration: Requirements for registering the resolution with the Accounting and Corporate Regulatory Authority of Singapore

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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