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A Shareholder Resolution represents a formal decision made by a company's shareholders at general meetings, as outlined in Singapore's Companies Act. It lets shareholders vote on important company matters like appointing directors, changing company rules, or approving major transactions.

Most everyday company decisions need just a simple majority (more than 50%) to pass, but some big changes - like altering the company constitution or reducing share capital - require special resolutions with at least 75% approval. Under Singapore law, shareholders must receive proper notice about these votes, usually at least 14 days before the meeting.

Use Shareholder Resolutions when your company needs formal approval for significant business decisions in Singapore. Common triggers include changing your company's name or constitution, issuing new shares, reducing share capital, or approving major asset sales. You'll also need them for appointing or removing directors and authorizing their compensation.

These resolutions prove especially vital during corporate restructuring, mergers, or when addressing shareholder disputes. They protect both the company and shareholders by creating clear documentation of decisions, especially for matters requiring special majority approval under the Companies Act. Many financial institutions and business partners also require them before completing major transactions.

• Ordinary Resolution Of Shareholders: Standard format requiring 50% majority for routine matters like dividend declarations or director appointments
• Resolution Of Sole Shareholder: Simplified format when one person owns all shares, bypassing meeting requirements
• Annual General Meeting Resolution: Specific format for yearly mandatory meetings covering financial statements and statutory matters
• Circular Resolution Of Shareholders: Written format allowing decisions without physical meetings, requiring all shareholders' signatures
• General Meeting Resolution: Format for extraordinary or special meetings addressing non-routine business decisions

• Shareholders: Primary decision-makers who vote on and approve Shareholder Resolutions, including majority and minority shareholders with voting rights
• Company Directors: Implement the resolutions, prepare meeting materials, and ensure proper documentation of shareholder decisions
• Company Secretary: Drafts resolutions, maintains records, ensures compliance with notice periods, and files necessary documents with ACRA
• Legal Counsel: Reviews complex resolutions, especially for special resolutions or major corporate changes
• Corporate Service Providers: Often assist smaller companies with drafting and filing resolutions to ensure regulatory compliance

• Company Details: Gather accurate company name, registration number, and registered address from ACRA records
• Resolution Type: Determine if ordinary or special resolution based on Companies Act requirements for your specific decision
• Shareholder Information: List all voting shareholders, their shareholding percentages, and voting rights
• Meeting Requirements: Check notice period rules and quorum requirements in your company constitution
• Resolution Content: Draft clear, specific wording stating the exact decision being made and its implementation timeline
• Documentation: Prepare supporting documents like financial statements or valuation reports if needed

• Title and Date: Clear identification of company name, resolution type, and date of passing
• Meeting Details: Location, time, and type of meeting (AGM, EGM, or written resolution)
• Preamble: Reference to relevant sections of Companies Act and company constitution
• Resolution Text: Clear, specific wording of the decision being made
• Voting Results: Number of votes for and against, confirming required majority achieved
• Authentication: Chairman's signature, company seal if required, and certification by company secretary
• Supporting Information: Any relevant annexures or explanatory statements referenced in the resolution

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects, though both are crucial corporate governance documents in Singapore. While Shareholder Resolutions express the will of company owners, Board Resolutions document decisions made by directors in their management role.

• Authority Level: Shareholder Resolutions handle fundamental company changes like constitutional amendments or share capital modifications, while Board Resolutions cover operational decisions and day-to-day management
• Voting Requirements: Shareholder Resolutions often need specific majority thresholds (50% or 75%), whereas Board Resolutions typically require simple majority of directors present
• Legal Framework: Shareholder Resolutions must comply with specific Companies Act provisions and notice periods; Board Resolutions follow more flexible internal governance rules
• Filing Requirements: Many Shareholder Resolutions need ACRA filing, but most Board Resolutions are kept as internal records only