Your Guide to Resolutions Passed at a First Directors’ Meeting
Following the incorporation of a company, the first Board of Directors’ (the “Board”) meeting should be convened and a series of directors’ resolutions should be passed at that meeting in order to set up the basic structure of a functioning company. These resolutions may be contained in the same directors’ resolution document, or they may be contained in separate documents.
Appointment of Directors
The Companies Act (CA) requires a company to have at least 1 director who is “ordinarily resident” (i.e. has his usual place of residence) in Singapore. Persons who are ordinarily resident would include Singapore Citizens and Permanent Residents.
Accordingly, there has to be a directors’ resolution appointing at least 1 such individual to the Board. The individual must also meet various criteria before he or she can be appointed as a director.
For more information, please see our other article on appointing company directors in Singapore.
A company must also have a registered office within Singapore to which all communications and notices may be addressed. This office must be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day. There would have to be a directors’ resolution designating a particular address as the registered office of the company.
It is not a requirement to have a common seal (i.e. an official seal used to endorse company documents), but the company may choose to have one. Should the directors of the company choose to have a common seal, a resolution should be passed stating that a particular impression (usually appended to the resolution) is deemed to be the common seal of the company.
Corporate Bank Account
It is not a requirement to open a corporate bank account for the company, but doing so would separate your personal and business finances, which can then be independently managed.
Drawing a clear distinction between personal and business finances can also help to protect your personal finances from any corporate liabilities that may arise.
For example, say that your company owes creditors money. You use a single bank account to manage personal as well as business funds, and the business funds are insufficient to repay the creditors. In this case, the creditors may seek to be repaid from your personal funds by holding you personally liable for the company’s debts.
This would be on the basis that the company should not be regarded as a separate entity from yourself, because you have been treating the company’s finances like your personal finances. In this case, the creditors may obtain a Garnishee Order against the bank, to claim the debt from your “corporate account”.
Should the directors of the company choose to open a corporate bank account, there would have to be a resolution authorising that a bank account be opened in the name of the company. This resolution would also typically specify the bank and type of account to be opened.
The bank’s corporate account opening form would also typically contain a set of resolutions that go into detail about the facilities offered by the bank to the company. Such resolutions would state, for instance, that the bank is instructed to honour all cheques, promissory notes and other orders drawn by the company.
Accordingly, there would be some wording in the directors’ resolution to effect the resolutions stated in the bank’s corporate account opening form as resolutions passed by the Board.
Financial Year End (FYE)
When completing the application to register a new company, one of the details that must be provided to the Accounting and Corporate Regulatory Authority (ACRA) is the date of the last day of the company’s first financial year. The company’s first financial year should not be longer than 18 months.
The CA has provided that, generally:
- The company’s first financial year starts on the company’s date of incorporation and ends on the last day of the company’s first financial year; and
- Each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months.
Accordingly, there would have to be a directors’ resolution specifying the start and end of the company’s first financial period and the subsequent financial years.
The dates on which the company’s financial year starts and ends would determine, for example, when the company has to:
- Hold its Annual General Meeting (within 6 months for private companies, and within 4 months for public companies, after the financial year end (FYE) of the company).
- File its annual returns with ACRA (within 7 months for private companies, and within 5 months for public companies, after the FYE of the company).
Allotment and Issuance of Shares
As a company limited by shares, the company must have share capital. Accordingly, the shares in the company must be allotted, and the share certificates must be issued, to the shareholder(s).
This is done by way of a directors’ resolution, which would specify the name of the shareholder(s) receiving the shares and the quantity and type of shares being allotted to him.
For more information, please see our article on how to issue shares in a Singapore private company.
Template for Resolutions Passed at a First Directors’ Meeting
Need a template for resolutions passed at a first directors’ meeting? You can get one here.
- What are Annual General Meetings (AGMs) in Singapore?
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Dividend Payments Guide for Singapore Business Owners
- Company Audits in Singapore: Requirements and Exemptions
- Guide to Transferring Shares in a Singapore Private Company
- How to Hold Extraordinary General Meetings (EGMs) in Singapore
- How to Issue Shares in a Singapore Private Company
- How to Reduce the Share Capital of Your Singapore Company
- Legally Conducting Lucky Draws for Singapore Businesses
- Dormant Companies and Their Filing Obligations in Singapore
- How to Hold a Board Meeting in Singapore
- Can Directors be Liable for Company Debts in Singapore?
- Paid-Up Capital in Singapore: A Complete Guide (Is $1 Enough?)
- Restaurant Inspection and Food Safety Rules in Singapore
- Preparing a Register of Shareholders for a Singapore Company
- Essential Regulatory Compliance Guide for Singapore Companies
- Finding a Suitable Corporate Secretarial Firm in Singapore
- Oppression of Minority Shareholders
- Process Agents in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- Guide to Directors' Remuneration in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- How to Change the Name of Your Singapore Company
- How to Remove a Director from a Company in Singapore
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Company Loans to Directors/Shareholders (& Vice Versa) in Singapore
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Shareholder Rights in Singapore Private Companies
- Removal and Resignation of Company Auditor in Singapore
- Shareholder Roles and Obligations in Singapore Companies
- Creating and Registering Charges in Singapore: Guide for Companies
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Managing Director vs CEO in Singapore: Roles and Obligations
- Appointing an Authorised Representative for Foreign Companies in Singapore
- Business Partnership Disputes in Singapore: How to Resolve
- Guide to Effective Business Continuity Planning in Singapore
- Buy-Sell Agreements: How to Write & Fund Them in Singapore
- Appointing a Company Secretary: Roles and Responsibilities
- Directors' Duties in Singapore
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Minutes of Company Meeting in Singapore: How to Record
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Memorandum of Understanding (MOU): Does Your Business Need One?
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- Guide and Template for Notice of Extraordinary General Meeting
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- Your Guide to Resolutions Passed at a First Directors’ Meeting
- Your Guide to Resolutions to Appoint a Company Secretary
- Your Guide to Resolutions for Authority to Act on a Share Purchase and Subscription Agreement
- Your Guide to Shareholders’ Resolutions for Share Allotments
- Your Guide to Resolution for Authorisation of Investment in the Shares of Another Company
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- Your Guide to Resolution for Transfer of Shares
- Your Guide to Resolution for Change of Registered Address
- Your Guide to Board Resolution for Approval/Allotment of Shares
- Your Guide to Resolutions to Increase a Company's Share Capital
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Corporate Tax in Singapore: How to Pay, Tax Rate, Exemptions
- When to Register for GST, How and Responsibilities after Registration
- Start-Up Tax Exemption Guide for New Singapore Companies
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Essential PDPA Compliance Guide for Singapore Businesses
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- How Can Companies Dispose of Documents Containing Personal Data?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- Summary: Your Organisation's 9 Main PDPA Obligations
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- PDPA Consent Requirements: How Can Your Business Comply?
- Legal Options If Employees Breach Confidentiality in Singapore
- Insolvency: Claw-back of Assets from Unfair Preference and Undervalued Transactions
- Striking Off a Company
- What Should a Creditor Do When a Company Becomes Insolvent?
- Dissolution of partnerships in Singapore
- Validation of Payments Made by Companies Being Wound Up
- Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
- Closing Your Singapore Business: What You Need to Settle
- How to File a Proof of Debt against a Company in Liquidation
- Winding Up a Company