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Corporate Authorization Resolution for Singapore

Corporate Authorization Resolution Template for Singapore

A Corporate Authorization Resolution is a formal document used in Singapore that evidences decisions made by a company's board of directors to grant specific powers or authority to designated individuals. It complies with Singapore's Companies Act and is typically used to authorize individuals to act on behalf of the company in matters such as banking, contracts, or other business transactions. The document must meet ACRA requirements and usually requires proper execution under the company's constitution.

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Corporate Authorization Resolution

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What is a Corporate Authorization Resolution?

Corporate Authorization Resolutions are essential documents in Singapore's corporate governance framework, used when companies need to delegate authority for specific actions or transactions. These resolutions must comply with the Companies Act (Cap. 50) and are commonly required by banks, government agencies, and business partners as evidence of proper corporate authorization. The resolution typically includes details of the powers granted, any limitations, and the names and positions of authorized individuals. They are particularly important for maintaining clear audit trails and ensuring compliance with corporate governance requirements.

What sections should be included in a Corporate Authorization Resolution?

1. Company Details: Full legal name, registration number, and registered address of the company

2. Meeting Details: Date, time, location of meeting where resolution was passed, including quorum confirmation

3. Resolution Text: Clear statement of the resolution(s) being passed and what is being authorized

4. Authorization Details: Specific powers being granted, to whom, and any relevant terms or conditions

5. Execution Block: Signatures of authorized officers, date of execution, and company seal (if required)

What sections are optional to include in a Corporate Authorization Resolution?

1. Recitals: Background information explaining the context and reason for the resolution

2. Limitations: Specific restrictions or limitations on the authorization being granted

3. Duration: Time period for which the authorization remains valid, if not permanent

What schedules should be included in a Corporate Authorization Resolution?

1. Schedule A - List of Authorized Signatories: Detailed list of individuals granted signing authority, including their names, positions, and scope of authority

2. Schedule B - Specimen Signatures: Sample signatures of all authorized individuals for verification purposes

3. Schedule C - Supporting Documents: Copies of relevant documents referenced in the resolution, such as power of attorney or bank forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




















Clauses














Industries

Companies Act (Cap. 50): Primary legislation governing corporate operations in Singapore. Contains key provisions for corporate authority, decision-making processes, requirements for corporate resolutions, directors' powers and duties, and company secretary responsibilities.

Securities and Futures Act (Cap. 289): Relevant when the resolution involves financial instruments or securities. Particularly important for listed companies or resolutions involving financial transactions.

Company Constitution/Articles of Association: Internal governing documents that must be consulted for specific requirements on passing resolutions and corporate decision-making processes.

Corporate Governance Code: Contains best practices for corporate decision-making. Essential reference for listed companies and recommended for private companies.

Banking Act (Cap. 19): Relevant legislation when the resolution involves banking matters or authorization of bank account signatories.

ACRA Guidelines: Guidelines from the Accounting and Corporate Regulatory Authority regarding compliance with filing requirements and corporate governance standards.

Board Approval Requirements: Specific requirements for obtaining board approval, including voting mechanisms and documentation.

Quorum Requirements: Minimum number of eligible participants required to make the resolution valid.

Notice Periods: Mandatory timeframes for giving notice of meetings where resolutions will be passed.

Voting Thresholds: Required majority or specific voting requirements to pass different types of resolutions.

Recording and Filing Requirements: Legal requirements for documenting the resolution and filing it with relevant authorities.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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