Introduction
Many private companies in Singapore use written resolutions to make shareholder decisions without holding a physical meeting. This article, How to Prepare and Pass Written Resolutions in Singapore Companies, explains when written resolutions are appropriate and sets out the practical steps to prepare, circulate and record them under Singapore practice.
Understanding the procedure helps ensure compliance with the Companies Act, a company’s constitution and ACRA requirements. Raffles Corporate Services can assist with drafting, circulation and filings, as well as related accounting, tax and payroll support.
Who this applies to
This guidance is primarily for:
- Private companies limited by shares incorporated in Singapore considering shareholder decisions by written resolution.
- Directors and company secretaries who administer corporate governance and compliance.
- Shareholders who need to approve matters such as director appointments, dividends, share allotments or changes to the constitution.
Key rules and requirements in Singapore
Before preparing a written resolution, check the company’s constitution and the Companies Act. The following general rules apply in Singapore:
Types of resolutions
- Ordinary resolutions: usually require a simple majority (>50%) of votes cast to pass, unless the constitution states otherwise.
- Special resolutions: require a higher majority (commonly 75% of votes cast) to pass and are used for matters such as altering the constitution or changing the company name.
Who may use written resolutions
Written resolutions are commonly used by private companies where shareholders wish to make decisions without a general meeting. Public companies and listed entities are subject to stricter rules and may not be able to rely on written resolutions for certain matters—always check the relevant statutory and listing requirements.
Company constitution
The company’s constitution may specify procedures for written resolutions, including notice, signing requirements and whether electronic signatures are permitted. The constitution prevails where it sets out different requirements from default rules.
Filing and record-keeping
- Certain changes authorised by a resolution (for example, director appointments, changes to registered address, allotment of shares or changes to particulars) will require filings through the ACRA BizFile+ portal and possibly updates to registers and statutory records.
- Keep the signed written resolution and related minutes in the company’s minute book as part of statutory records.
Electronic signing and circulation
Electronic signatures and consent by email are commonly accepted for written resolutions, provided the constitution or relevant agreements do not prohibit them. For some filings, original signed documents may still be required—check ACRA guidance and the company’s constitution.
Step-by-step process
Follow these steps to prepare and pass a valid written resolution:
1. Confirm authority and type of resolution
- Identify whether the decision requires an ordinary or special resolution and verify that a written resolution is permitted for that matter under the constitution and Companies Act.
2. Draft the resolution
- Use clear, unambiguous language detailing the resolution’s purpose, the exact wording of the decision, and any implementation instructions (e.g. authorising a director to sign documents).
3. Circulate supporting documents and notice
- Send the proposed resolution and any background papers to all entitled shareholders, together with a clear deadline for return, voting instructions and contact details for queries.
4. Obtain consents or signatures
- Collect written consents, signatures or email confirmations as permitted by the constitution. Record the date of each consent.
- Ensure the requisite majority is achieved for ordinary or special resolutions.
5. Record and execute
- Prepare a formal record that the resolution has been passed by the required majority. Enter the resolution into the minute book and, where appropriate, have authorised signatories execute any documents necessary to implement the decision.
6. File with ACRA and update registers if required
- If the resolution effects changes that require statutory filings (for example, appointments, share allotments, changes of registered address or constitution amendments), lodge the necessary forms via ACRA BizFile+ and update statutory registers promptly.
Common mistakes to avoid
- Failing to check the company constitution: resolutions can be invalid if the constitution sets different rules for written approvals.
- Confusing shareholder written resolutions and board resolutions: board decisions are separate and must follow directors’ meeting rules.
- Insufficient voting majority: not calculating votes correctly for ordinary versus special resolutions.
- Poor record-keeping: not storing signed resolutions and minutes in the minute book or failing to update registers.
- Assuming electronic signatures are always sufficient: verify whether original signatures are required for specific filings or third-party steps.
- Delaying ACRA filings: statutory filings are required for many changes and should be completed within the prescribed timeframes—check ACRA BizFile+ guidance.
Practical examples
Example 1 — Appointing a new director by written resolution
The shareholders receive a draft ordinary resolution to approve the appointment. The company circulates the draft and director’s consent to act; shareholders return signed consents by email; the company records the resolution, updates the register of directors and files the appointment with ACRA via BizFile+.
Example 2 — Approving a dividend
If the board has recommended a dividend but shareholder approval is required, shareholders may pass an ordinary written resolution approving the dividend distribution and authorising the finance team to process payments. Records are kept and accounts updated for IRAS reporting where relevant.
Example 3 — Changing the company name
A special resolution to change the company name must be circulated, achieving the required majority. Once passed, the company files the change with ACRA and updates statutory records and stationery.
How a corporate secretary can help
A corporate secretary plays a central role in preparing and managing written resolutions. Typical services include:
- Reviewing the constitution and advising whether a written resolution is appropriate.
- Drafting clear resolution wording and preparing supporting documents.
- Managing circulation, collecting consents and tracking votes.
- Entering resolutions in the minute book, updating registers and lodging required filings via ACRA BizFile+.
- Coordinating with accounting, tax and payroll teams to implement financial decisions (Raffles Corporate Services can provide related accounting, tax and payroll support).
Frequently Asked Questions
Can all companies use written resolutions?
Many private companies can use written resolutions, subject to their constitution and the Companies Act. Public companies and listed entities have additional constraints. Check the constitution and statutory rules before proceeding.
Are electronic signatures acceptable?
Electronic signatures are generally acceptable if permitted by the company constitution and relevant agreements. For certain third-party or statutory requirements, original signatures may still be necessary—confirm on a case-by-case basis.
Do I need to file written resolutions with ACRA?
The written resolution itself is not usually filed, but any changes authorised by the resolution that are statutory in nature (e.g. director appointments, changes of address, constitution amendments) must be filed with ACRA via BizFile+ and the company’s registers updated.
What’s the difference between a shareholder written resolution and a board resolution?
Shareholder written resolutions record decisions made by members regarding matters reserved for shareholders. Board resolutions record decisions taken by directors in the exercise of their management powers. Both must be correctly documented.
Key takeaways
- Check the company’s constitution and the Companies Act before using written resolutions.
- Identify whether an ordinary or special resolution is required and confirm the voting majority.
- Draft clear wording, circulate supporting documents and obtain valid consents or signatures.
- Record resolutions in the minute book, update statutory registers and file required changes via ACRA BizFile+.
- A corporate secretary can streamline drafting, circulation, record-keeping and filings; Raffles Corporate Services can assist with these tasks and related accounting, tax and payroll needs.
Requirements may change, so always check the latest guidance from ACRA, IRAS or MOM, or consult a professional adviser.
If you would like to find out more about how Raffles Corporate Services can assist with your company’s compliance and corporate secretarial requirements, please get in touch with the team at [email protected].
Yours sincerely,
The editorial team at Raffles Corporate Services
Disclaimer: This does not constitute legal advice. If you require legal advice, please contact a lawyer.