Directors’ Resolutions Made Simple: Templates, Use Cases, and Filing Tips

In every company, decisions happen daily — hiring new directors, opening a bank account, or approving financial statements. But under Singapore’s Companies Act, certain actions require formal approval by the Board of Directors, recorded as a Director’s Resolution.

Whether you’re a Company Secretary, founder, or business owner, understanding how to properly draft, approve, and file these resolutions is essential to maintaining good corporate governance and legal compliance.

Let’s break it down simply — what they are, when you need them, and how to make the process smoother.

1. What Exactly Is a Director’s Resolution?

A Director’s Resolution is an official document that records a decision made by the board. It acts as proof that the company’s directors have formally approved an action in accordance with the Companies Act or the company’s constitution.

Resolutions can be made in two ways:

• During a board meeting, with decisions minuted and signed by the chairperson; or
• By written resolution, circulated to all directors and signed individually — a common practice among SMEs to avoid scheduling full meetings for routine matters.

Regardless of how it’s passed, the resolution becomes part of the company’s permanent statutory record.

2. When Do You Need a Resolution?

In practice, resolutions are required for almost every significant corporate decision. Some common examples include:

• Appointing or resigning directors or the company secretary.
• Opening or closing corporate bank accounts.
• Approving financial statements before filing the Annual Return (AR) with ACRA.
• Declaring dividends or authorizing major payments.
• Issuing, transferring, or buying back shares.
• Approving the agenda and date for the Annual General Meeting (AGM).
• Adopting internal policies, contracts, or governance documents.

Each resolution ensures that key decisions are backed by proper board authorization and are legally defensible if reviewed by regulators or auditors.

3. Ordinary vs. Special Resolutions

Not all resolutions carry the same weight.

An Ordinary Resolution requires a simple majority of directors (more than 50%) to agree. It covers day-to-day operational or financial matters — such as approving accounts or appointing officers.

A Special Resolution, on the other hand, requires at least 75% of directors or shareholders to agree. This is used for more significant structural decisions, such as changing the company’s name, altering its constitution, or winding up the business.

Special resolutions must also be filed with ACRA within 14 days of being passed — missing this window can trigger late-filing penalties.

4. Example: How a Written Resolution Looks

Here’s a simple template you can adapt for internal use:

DIRECTORS’ WRITTEN RESOLUTION
Company: ABC Pte. Ltd.
UEN: 202312345A
Date: 10 January 2026

The Directors of the Company, having been duly notified and having consented to the passing of resolutions in writing in lieu of a Board Meeting, hereby RESOLVE as follows:

1. That a new corporate bank account be opened with XYZ Bank Singapore Ltd.
2. That [Name], Director of the Company, is authorized to sign, execute, and deliver all necessary forms and documents to facilitate the opening and operation of the said account.
3. That this resolution shall take effect immediately upon the signatures of all Directors.

Signed by the Directors:
_______________________ (Name)
_______________________ (Name)

Keeping resolutions clear and concise helps ensure that approvals are easy to verify later — especially when auditors, investors, or ACRA request documentation.

5. How to Pass and Record a Resolution Properly

A valid resolution must go through a few key steps:

1. Draft the resolution clearly — it should state the background, reason, and action being authorized.
2. Obtain director signatures — for written resolutions, all directors must sign the same copy or identical counterparts.
3. Record it in the company’s minute book — whether digital or physical, this is your permanent record.
4. File with ACRA if required — special resolutions, director appointments, or share changes often need to be lodged within 14 days.
5. Update your statutory registers — ensure that registers of directors, shareholders, and secretaries reflect the new information.

By maintaining proper documentation, you protect your company from governance lapses and ensure legal compliance.

6. Common Mistakes to Avoid

Many SMEs stumble on avoidable administrative issues. Some of the most common include:

• Confusing an ordinary resolution with a special resolution.
• Missing the ACRA filing deadline (especially for special resolutions).
• Forgetting to update statutory registers after approvals.
• Using outdated company details or missing signatures.
• Not keeping signed resolutions in a secure, centralized location.

A good rule of thumb: if it affects company structure, officers, or capital — draft a resolution and verify whether it needs to be filed with ACRA.

7. Simplifying Governance with Digital Tools

The process doesn’t need to be manual or time-consuming. Digital platforms like ccMonet help companies maintain compliance effortlessly.

By organizing financial documents, approvals, and board records in one secure platform, ccMonet helps Company Secretaries and business owners:

• Prepare resolutions alongside accounting and compliance data.
• Access real-time records for AR or AGM preparation.
• Store signed resolutions digitally — easy to find, share, or verify.
• Get automatic reminders for upcoming filings or deadlines.

This level of automation ensures that governance tasks — once tedious — become part of an efficient, well-structured workflow.

8. Final Thoughts

Directors’ resolutions are more than just paperwork — they form the foundation of transparent, accountable decision-making.

When documented correctly, they protect directors from liability, maintain corporate integrity, and make annual compliance much smoother.

By combining clear processes with intelligent automation from tools like ccMonet, SMEs can keep governance simple, compliant, and stress-free — freeing leaders to focus on what matters most: running and growing the business.

👉 Ready to simplify your company’s compliance and record-keeping? Visit ccMonet.ai to discover how AI-powered bookkeeping and governance automation can make your operations effortless.

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