Directors’ Resolution in Writing

Corporate Secretary

It is important to note that the Directors’ Resolution in Writing can also be used to record the minutes of a directors’ meetings that take place either in person or through approved media, such as conference calls or online telecommunications applications like Skype.

When is a Directors' Resolution used?

A Directors’ Resolution is also referred to as a ‘Consent to Action Without Meeting.’ Instead of holding a physical meeting, it can represent a formal record that binds the decisions of the board as per their authorisation and consent. It is an effective and a more convenient option for directors who lack the time to be present at formal assemblies.

Ways to Pass Company Resolutions

  1. Physical meetings: Businesses can pass a board resolution at a board meeting and a shareholders’ resolution at a shareholders’
  2. Written form: If a company is not able to hold a physical meeting, it may instead pass a written resolution.

Rationale for Passing a Directors’ Resolution in Writing

Since it may not be convenient to hold physical meetings with the relevant parties physically present, passing a resolution by written means is usually ideal. In Singapore, it is common for companies to allow Directors’ Resolutions to be passed, especially when such provisions are embedded in the Memorandum and Articles of Association.

In part, they may read as below:

“A resolution in writing signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened. Along with hard copies, resolutions in writing can be passed via electronic channels such as email and facsimile.”

Depending on the Company’s Memorandum and Articles of Association, Directors’ Resolutions either require a simple majority of votes to secure the adoption, or approval by all of the Directors.

When it turns out that a substantial number of voters disagree with passing the resolution through written means, Section 184D of the Companies Act provides that holders of 5% of the voting rights can require that a physical meeting be convened instead of proceeding with the written resolution.

How we can help your business

A company resolution helps the board of directors or shareholders to pass specific resolutions and make important decisions regarding the financial health of the company. If the owners are not aware of the format or decision-making process, they can always seek company secretarial services to obtain more insight. Companies which are interested in this regard can consider engaging a professional corporate secretarial firm like Tianlong Services Pte Ltd to provide full insight about such company laws.

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