A private company can take almost every members’ decision by written resolution without convening a meeting. What determines validity is getting the **type** right — ordinary or special — because the majority and the filing consequences differ, and a constitutional amendment passed as an ordinary resolution is simply not passed.
Members’ Resolutions
Ordinary, special and written resolutions
A private company can take almost every members’ decision by written resolution without convening a meeting. What determines validity is getting the type right — ordinary or special — because the majority and the filing consequences differ, and a constitutional amendment passed as an ordinary resolution is simply not passed.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| Resolution reference | [REF] |
| Type | [Ordinary — simple majority / Special — not less than three-fourths] |
| Method | [Passed at a general meeting / Written resolution] |
| Date circulated | [DATE] |
| Date passed | [DATE] |
| Members entitled to vote | [NUMBER], holding [NUMBER] shares |
| Votes in favour | [NUMBER] shares — [PERCENTAGE] |
| Filing required | [Yes — special resolutions and prescribed matters / No] |
| Filed on | [DATE] |
1. Which Type Applies
| Matter | Type | Filing |
|---|---|---|
| Adopting financial statements | Ordinary | With the annual return |
| Appointing or re-electing a director | Ordinary | Notify the Registrar |
| Removing a director | Ordinary — but with special notice and a right to be heard | Notify the Registrar |
| Appointing or removing an auditor | Ordinary | Notify the Registrar |
| Approving directors’ fees | Ordinary | None |
| Declaring a final dividend | Ordinary | None |
| Ratifying an act of the directors | Ordinary | None |
| Increasing or altering share capital | Ordinary or as the constitution provides | Notify the Registrar |
| Amending the Constitution | Special | File the resolution and the amended Constitution |
| Changing the company name | Special | File; name change takes effect on the new certificate |
| Converting between private and public | Special | File |
| Reducing share capital | Special | File; solvency and procedural requirements apply |
| Members’ voluntary winding up | Special | File; declaration of solvency required |
| Dispensing with annual general meetings | [Confirm the required type] | File where prescribed |
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Ordinary resolutions carry a simple majority; special resolutions require not less than three-fourths of votes cast. A constitutional amendment, name change, capital reduction or voluntary winding up passed as an ordinary resolution has not been passed at all. The error is usually found later by a lawyer or a registry, by which time other things have been built on it.
On a poll and in a written resolution, the majority is measured by voting rights, not by counting members. Three members out of four signing may still be well short if the fourth holds the majority of shares. Check 7 exists because this is a recurring error in companies with unequal holdings.
Most members’ decisions in a private company can be taken in writing without a meeting, which is faster and avoids notice period problems. Confirm the constitution permits it for the matter in hand, and note the two exceptions where a meeting is effectively required — removal of a director, and removal of an auditor.
A director may be removed by ordinary resolution, but the process carries special notice requirements, an obligation to send the notice to the director, and a right for the director to be heard and to circulate representations. The written resolution route does not accommodate the right to be heard. Take advice before starting, because a procedurally defective removal is worse than none.
A director removed from office may still hold an employment or service contract, and removal can itself be a breach of it giving rise to damages. The two relationships end separately and each on its own terms. Founders and boards routinely conflate them.
At least one director must be ordinarily resident in Singapore as a continuing requirement. Removing the only one puts the company in breach immediately. Confirm the position before the resolution, not after.
Where a provision of the constitution is entrenched, it can be altered only in accordance with the entrenchment — which may require unanimity or the consent of a named person, regardless of the special resolution majority. Check 3 catches this, and it catches out companies that entrenched something years earlier and forgot.
A resolution validly passed under the constitution can still breach a shareholders’ agreement reserved matter. The resolution may be effective as a matter of company law while giving rise to a contractual claim. Check both.
Where a resolution varies the rights attaching to a class of shares, the consent of that class is generally required in addition to the general meeting resolution. Companies with preference shares issued in a financing round frequently overlook this when amending the constitution at the next round.
Particularly for special resolutions, the words voted on must be the words in the notice and the words filed. A resolution described by subject matter, with the detail left to be settled, is not a resolution. Where a document is being approved, identify and initial it.
Special resolutions must be lodged with the Registrar within the prescribed period, with consequential filings for constitutional amendments, name changes and capital alterations. A name change takes effect on the issue of the new certificate, not on the resolution — do not print stationery early.
Members can ratify acts beyond the directors’ authority, but not acts that were unlawful, not where third party rights have accrued, and not where the company is insolvent. Ratification is a useful tidying tool and not a cure for everything.
Written resolutions are the members’ equivalent of minutes and belong in the minute book in sequence. Resolutions existing only as scanned attachments in email threads are the most common gap found when a company prepares for a financing or a sale.
Resolutions affecting directors, capital, the constitution or the company name all have downstream effects on registers and filings. Check 14 prompts the sweep; the register of registrable controllers in particular is frequently left behind after a capital change.
Reflects Singapore law current as of {{DATE OF USE}}. Resolution thresholds, special notice requirements, filing deadlines and the availability of written resolutions under the Companies Act 1967 all change — have significant members’ resolutions prepared by a company secretary or corporate lawyer, and take advice before removing a director.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.