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Directors' Meetings

"Facts are cheap, information is plentiful - knowledge is precious" - Michael E. Angier

For incorporation of your Singapore Company, we have prepared a list of frequently asked questions by both foreign and local clients. You may also refer to ACRA, Singapore's Company Registry.

What is the difference between a Directors’ Resolution and Minutes of Directors’ Meetings?

A Director’s Resolution is a written document which formalises the decisions made/actions taken by the Directors at a Board Meeting of the Company.  Resolutions are passed at the Board of Directors’ Meeting by the majority of the Directors present at the meeting.   Examples of decisions made and resolutions passed at Board Meetings are:

  • Opening of a corporate banking account
  • Application for credit facilities with a bank
  • New tenancy agreement for office premises
  • Appointment or Resignation of directors

Instead of holding a physical board meeting, it is usual for the Directors of private limited companies to pass resolutions in writing.  In which case, all Directors of the Company must sign the resolutions in writing to indicate that the decisions are unanimously taken/agreed.

The Minutes of Directors’ Meeting is a written document that describes actions taken and resolutions passed by the directors during a regular Board of Directors’ meeting.

Does a Board Resolution need to be signed by all the Directors?

Directors of a private limited company usually prefer to pass resolutions in writing, so that they do not have to be physically present at a board meeting.  For resolutions in writing, all directors must sign on the copies of the written resolutions as such decisions have to be unanimously made/taken.

What is a Board Meeting of Directors?

A Board Meeting of Directors is a meeting of the directors of a Company to discuss business operations and important matters of the Company and to pass resolutions for the decisions made.  At such meetings, Directors may also review matters relating to the existing and future plans for the company which include investments to be made, property acquisition or the appointment of additional Directors.

Are Board Meetings regulated by the Singapore Companies Act?

Board Meetings are conducted according to the Constitution of the Company and not regulated by the Singapore Companies Act. The Constitution of the Company sets out the process for Directors’ Meetings (such as quorum, notice of a meeting, etc.).  Any Director or the Company Secretary of a Company can issue notice of the Meeting

What are the usual provisions in the Company’s Constitution governing the process for Directors’ Meetings?

The usual provisions in the Constitution of the Company will include the following:

  • The quorum for the board meeting (minimum number is 2 to be present, but the number varies with specially customised Constitution)
  • Notice of Meetings to be issued to the Directors (whether this is a minimum of 14 days’ or 21 days’ notice)
  • Directors’ resolutions (should this be signed by any 2 Directors or by all Directors of the Company)
  • Appointment of Chairman of the Meeting
  • Number of majority votes to pass a resolution
  • Voting rights of Directors (for example, a Director must abstain from voting if he has a personal interest in the matter presented at the meeting)

Who calls for a Board Meeting?

A director or a company secretary of the Company can issue a notice for a meeting of the directors at the request of any one of the directors. This notice should state the venue, date and time of the meeting and be given to all directors in order to be valid.

Do all Directors have to attend a Board Meeting?

Directors have a duty to attend Board Meetings unless there is an acceptable reason for not being able to do so.

Should a Chairman for the Directors’ Meeting be appointed?

It is a requirement to appoint a Chairman for the Directors’ Meeting.  This is to ensure that the meeting discusses all the agenda items and arrives at a decision on the matters discussed. The Constitution of a Company can be drafted to state the name of a “permanent” Chairman of the meeting, but usually, the Directors of the Meeting will appoint the Chairman.

Who signs the Minutes of a Board Meeting?

The Chairman of the Meeting signs the Minutes of a Board Meeting to confirm that the minutes have been correctly recorded.

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