Company resolutions usually have a significant impact on the business, and it is important for companies to understand the ways to pass company resolutions. These resolutions are part of the compliance that a company has to undertake after a successful company registration.
What Is a Company Resolution?
A company resolution is a formal decision made by the directors or shareholders when they meet to make crucial decisions on company’s matters. This decision can be taken at the meeting of the board of directors or the shareholders.
The Companies Act documents all the requirements for written resolutions and all resolutions must abide by the conditions in the Act. The resolution is passed if most of the votes are in favour of a particular decision.
Who Can Make Company Resolutions in Singapore?
Shareholders and the board of directors are the key decision makers when it comes to company resolutions. If the resolution is passed by the shareholders, it is called a shareholder’s resolution, and vice versa when the board of directors passes their resolution.
The shareholders can only pass written, ordinary, and special resolutions. The collective decisions of the directors are made at the board meetings or through the resolution in writing.
Types of Company Resolutions in Singapore
A company resolution in Singapore is passed when the majority of the voters give their assent. The important resolution types are as follows:
The following are examples during which shareholders are required to pass a special resolution:
- Changing the name of the company
- Changing any of the provisions that are stated in the constitution of the company
- Reducing the share capital of the company
- Changing the status of the company via registration
Ways to Pass Company Resolutions in Singapore
There are 2 ways to pass any company resolutions in Singapore as below:
Both shareholders and the board of directors of the company can make a company resolution.
A board resolution is a legally binding decision or action made by directors at a board meeting while minutes are the official recordings of the proceedings of the meeting. Generally, everything discussed in the meeting will be recorded in the minute.
Yes, a director resolution is generally required when a company appoints a new company secretary.
Yes, a resolution must be signed like any other legal document.