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Ordinary Resolution Of Shareholders

Ordinary Resolution Of Shareholders Template for Singapore

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Ordinary Resolution Of Shareholders

"I need an Ordinary Resolution of Shareholders to approve the appointment of John Smith as a new director of our Singapore-based tech company, to be effective from March 15, 2025."

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What is a Ordinary Resolution Of Shareholders?

An Ordinary Resolution Of Shareholders is a fundamental tool in Singapore corporate governance, used when shareholders need to make decisions that require a simple majority vote. It's distinct from Special Resolutions, which require 75% majority. The document is essential for recording routine corporate decisions like director appointments, dividend declarations, and approval of financial statements. Under Singapore's Companies Act 1967, these resolutions can be passed either at physical meetings, hybrid meetings, or via written means, provided proper notice is given and quorum requirements are met. The resolution becomes legally binding once passed and must be properly recorded in the company's records.

What sections should be included in a Ordinary Resolution Of Shareholders?

1. Title: Name of company and specification that this is an ordinary resolution

2. Date: Date of the resolution

3. Preamble: Statement confirming proper notice and meeting requirements

4. Resolution Text: Clear statement of what is being resolved, prefixed with 'RESOLVED THAT'

5. Voting Results: Record of votes for, against, and abstentions

What sections are optional to include in a Ordinary Resolution Of Shareholders?

1. Recitals: Background information explaining why the resolution is needed - use when context is needed to understand the resolution

2. Further Resolutions: Additional related resolutions - use when multiple related matters need to be resolved

3. Authorization: Specific authorization for officers to implement the resolution - use when specific actions need to be taken to implement the resolution

What schedules should be included in a Ordinary Resolution Of Shareholders?

1. Attendance List: List of shareholders present or represented at the meeting

2. Proxy Forms: Copies of proxy forms submitted by shareholders voting by proxy

3. Supporting Documents: Any relevant documents referenced in the resolution

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

alex.den.21@genieai.co
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Industries

Companies Act 1967: Primary legislation governing company operations in Singapore, particularly Sections 184 (Passing of resolutions), 184A-F (Written resolutions), and 179 (General requirements for meetings and votes)

Company Constitution: Company's foundational document (formerly Memorandum and Articles of Association) that sets out internal management rules and procedures for shareholder resolutions

Shareholders' Agreement: Any existing agreement between shareholders that may contain additional requirements or procedures for passing resolutions

SGX Listing Rules: Applicable only for listed companies - contains additional requirements for shareholder resolutions and corporate actions

Securities and Futures Act 2001: Relevant for listed companies, governing securities trading and corporate disclosure requirements

Code of Corporate Governance: Guidelines for corporate governance practices in Singapore, including shareholder rights and voting procedures

Voting Requirements: Simple majority (>50%) needed for ordinary resolutions, including quorum requirements and notice period (typically 14 days)

Employment Act: May be relevant for resolutions involving director appointments or employment-related matters

Industry-Specific Regulations: Additional regulations that may apply depending on the company's industry sector and the resolution's subject matter

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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