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  • Resolution Template

Template for Resolution for Authorisation of Investment in the Shares of Another Company

Preamble The preamble to the resolution typically sets out the details of the proposed investment, including the: Documents that would be entered into (e.g. a Share Subscription Agreement if subscribing for shares issued by the company, or a Share Purchase Agreement if buying shares from another party) Value of the…

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  • Resolution Template

Template for Shareholders’ Resolutions for Share Allotments

The company’s constitution would typically provide that the Board of Directors (the “Board”) has the authority to issue (i.e allot) shares in the company. For example, clause 7(1) of the Model Constitution states: “Without prejudice to any special rights previously conferred on the holders of any existing shares or class…

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  • Resolution Template

Template for Resolutions for Authority to Act on a Share Purchase and Subscription Agreement

Once a Share Purchase Agreement (SPA) or a Share Subscription Agreement (SSA) has been entered into by the company, a resolution would typically be passed by the Board of Directors (the “Board”) to authorise a director or a senior employee to conduct the sale and purchase or subscription of shares.…

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  • Resolution Template

Template for Resolution for Change of Registered Address

A company that is incorporated in Singapore must, from the date of its incorporation, have a registered office within Singapore to which all communications and notices may be addressed. The registered office must also be open and accessible to the public for not less than 3 hours during ordinary business…

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  • Resolution Template

Template for Board Resolution for Approval/Allotment of Shares

Board Approval to Issue/Allot New Shares The company’s constitution would typically provide that the Board of Directors (the “Board”) has the authority to issue (i.e allot) shares in the company. For example, clause 7(1) of the Model Constitution states: “Without prejudice to any special rights previously conferred on the holders…

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  • Resolution Template

Template for Resolution for Transfer of Shares

In this guide and the resolution template, the shareholder intending to transfer their shares will be referred to as the “transferor”, while the shareholder intending to receive the transferred shares will be referred to as the “transferee”. Preamble to the Resolution The preamble to the resolution would typically describe the…

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  • Resolution Template

Template for Share Certificates

Share certificates are legal documents proving title (i.e. ownership) to shares. Paper share certificates are usually used by private companies and are delivered to the shareholder. On the other hand, to facilitate the high volume of scripless trading, share certificates of public companies are issued and deposited electronically to the…

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  • Resolution Template

Template for Minutes of Extraordinary General Meeting

During an Extraordinary General Meeting (EGM), it is important that minutes of the meeting are properly kept to serve as records of its proceedings. This is because unless the contrary is proved, minutes that have been signed and entered into the company’s books provide conclusive evidence, in the event of…

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  • Resolution Template

Template for Notice of Extraordinary General Meeting

If a company intends to hold an Extraordinary General Meeting (EGM), one of the things it has to do beforehand is to provide written notice of the meeting to every member of the company. This guide highlights the matters to take note of when a company issues such a notice…

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  • Resolution Template

Template for Resolutions to Increase a Company’s Share Capital

Shareholder Approval to Allot New Shares A company can increase share capital by issuing (i.e. allotting) new shares to existing or new shareholders. The company’s constitution would typically provide that the Board of Directors (the “Board”) has the authority to issue shares in the company. For example, clause 7(1) of…

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