Almost every formal decision a Singapore company makes at the shareholder level is passed as a “resolution”. But there are two kinds, and the difference is not cosmetic. An ordinary resolution needs a simple majority. A special resolution needs a 75% supermajority and, usually, longer notice. Use the wrong one and the decision can be invalid, which in turn can taint everything that flows from it, from a change of company name to a reduction of capital. This 2026 guide sets out the difference, the voting thresholds, the notice rules, and which decisions need which resolution.
This is core corporate housekeeping, and it is exactly the kind of thing a competent company secretary keeps you right on. If you would rather not track notice periods and majorities yourself, Raffles Corporate Services provides the corporate secretarial support that keeps your resolutions clean and defensible.
What is a resolution?
A resolution is a formal decision of the members (shareholders) or, in a different context, of the directors. Shareholder resolutions are the mechanism by which the owners of the company exercise the powers reserved to them under the Companies Act 1967 and the company’s constitution. They can be passed at a general meeting (an AGM or an EGM) or, for private companies, by written resolution without holding a meeting at all.
The Companies Act divides shareholder resolutions into two types by the majority required: ordinary and special.
Ordinary resolution: the simple majority
An ordinary resolution is passed by a simple majority, meaning more than 50% of the votes cast by members entitled to vote and voting (in person or by proxy). If more than half vote in favour, it carries.
Most routine company decisions are taken by ordinary resolution, including:
Appointing directors, removing a director (with special notice), receiving and adopting the financial statements at the AGM, declaring dividends, appointing or re-appointing auditors and fixing their remuneration, and authorising directors to issue shares. Unless the Companies Act or the constitution specifically requires a special resolution, an ordinary resolution is the default.
Special resolution: the 75% supermajority
A special resolution requires a majority of at least 75% of the votes cast by members entitled to vote and voting. It is reserved for more fundamental decisions that change the company’s constitutional character or affect shareholders’ rights.
Under section 184 of the Companies Act, a special resolution also requires that notice of the intention to propose it as a special resolution be given. The notice must state that the resolution is to be proposed as a special resolution; a resolution cannot be “upgraded” on the day.
Decisions that require a special resolution
| Decision | Typical statutory basis |
|---|---|
| Altering the company constitution | Section 26 |
| Changing the company name | Section 28 |
| Reducing share capital (court or non-court route) | Sections 78B / 78C / 78G |
| Converting company type (e.g. private to public) | Companies Act conversion provisions |
| Members’ voluntary winding up | Insolvency, Restructuring and Dissolution Act 2018 |
| Varying class rights (where the constitution so requires) | Section 74 |
If any of these is passed by only a simple majority, or without the correct notice, the resolution is liable to be treated as invalid. Where an irregularity has already been acted on, the company may have to apply to court to validate it, which is expensive and avoidable.
Notice periods
The notice a company must give before a general meeting depends on the type of meeting and resolution:
An annual general meeting and a meeting to pass an ordinary resolution generally require at least 14 days’ written notice for a private company. A meeting to pass a special resolution generally requires at least 21 days’ notice, so that shareholders have time to consider a fundamental change.
These periods can be shortened with member agreement. A meeting can be called on shorter notice if agreed by members holding the required percentage of voting rights, and for a special resolution the Companies Act allows shorter notice where members holding at least 95% of the voting rights consent. For a single-shareholder or tightly held company, this is common, but the consent should be properly documented.
Written resolutions: same thresholds, no meeting
Private companies can pass resolutions in writing instead of holding a meeting. The voting threshold is unchanged: a written ordinary resolution needs the agreement of members representing a simple majority of the voting rights, and a written special resolution needs at least 75%. Written resolutions are efficient for companies whose shareholders are few and aligned, but a small number of decisions (such as removing a director or an auditor) cannot be done by written resolution and still require a meeting.
Recording and filing resolutions
Once passed, resolutions must be properly recorded in the company’s minute books, and certain resolutions, especially special resolutions altering the constitution, changing the name, or reducing capital, must be lodged with ACRA within the statutory timeframe (commonly 14 days). Failing to lodge a special resolution can hold up the very change it was meant to achieve, because ACRA’s register will not reflect it. Our companion guide on minute books and meeting minutes explains the record-keeping side in detail.
Frequently asked questions
What percentage is needed for a special resolution?
At least 75% of the votes cast by members entitled to vote and voting. An ordinary resolution needs only more than 50%.
Can we shorten the 21-day notice for a special resolution?
Yes, if members holding at least 95% of the voting rights agree to the shorter notice. The consent should be recorded in writing.
Does removing a director need a special resolution?
No. Removing a director of a private company is done by ordinary resolution, but “special notice” (a distinct 28-day notice requirement) usually applies. Special notice is not the same thing as a special resolution.
Choosing the correct resolution, giving the right notice, and lodging what needs to be lodged are the small details that keep a company’s decisions unimpeachable. Raffles Corporate Services drafts and manages members’ and directors’ resolutions for companies of every size. Get in touch through our contact page.
The governing provisions are in the Companies Act 1967, available at Singapore Statutes Online, with lodgement guidance at acra.gov.sg.
— The Editorial Team, Raffles Corporate Services