Governance

Board Resolution Template

Generic directors' resolution in writing for any board decision — bank account opening, contract approval, share issuance, or operational matters.

When to use this template

Use whenever directors need to formally approve a decision without holding a meeting. Most common use cases: opening a corporate bank account, signing a major contract, approving a share allotment, or appointing officers.

How to fill it in

  1. Replace [COMPANY NAME] and [UEN] throughout with your registered details from BizFile+.
  2. List every appointed director — every director must sign for the resolution to be unanimous in writing.
  3. Be specific in the resolved clause. Banks and counterparties scrutinise vague resolutions.
  4. Keep the signed original in your statutory register. Send a scanned copy to your corporate secretary.
  5. Date it accurately. Resolutions cannot be backdated.

Frequently asked questions

Do all directors need to sign?

Yes — for a directors' resolution in writing under Section 157B of the Companies Act, all directors entitled to vote must sign. If even one is absent or dissents, you must hold a physical or electronic meeting instead.

Does ACRA need a copy?

No, board resolutions are internal. They are kept in the company's statutory register. ACRA only sees them if specifically requested during an audit or if an event triggers a BizFile+ filing (e.g., share allotment or director appointment).

Can I email the signed resolution?

Yes. Singapore courts and banks generally accept electronically signed resolutions. Use a recognised e-signature platform or have each director print, sign, and scan their signature page.

Need a corporate secretary to handle this for you?

Karman handles ACRA filings, IRAS stamp duty, statutory register updates, and resolution preparation as part of our corporate secretarial service from S$50/month.

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