Singapore Company Annual Compliance Guides

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Corporate Matters that Require Resolutions (Ordinary or Special)

Company Resolutions are usually passed at physical meetings, in the presence of the company’s shareholders or board of directors. However, when relevant parties are unable to convene physically, a company can choose to pass a resolution by written means instead. An Ordinary Resolution requires only a simple majority of those present and voting at a general meeting to pass. A Special Resolution, however, requires a three-fourths majority to pass.

Example of matters requiring an ordinary resolution:

  • Appointing directors (unless otherwise provided by the constitution)
  • Removing a director before the expiration of his/her period of office (also subject to any provision to the contrary in the constitution)
  • A company making loans and quasi-loans to, or entering into credit transactions for the benefit of, a director of the company or certain persons connected with the director of the company
  • Approving a payment for loss of office to a director
  • Disposal of the whole or substantially the whole of the company’s undertaking or property
  • Issue of shares

Example of matters requiring a special resolution:

  • Amending the constitution
  • Changing the name of the company
  • Changing from a public to a private company or vice-versa
  • Approving the giving by a public company (or its subsidiaries) of financial assistance for the acquistion of its shares
  • Approving a reduction in the company’s share capital
  • Approving a selective off-market share repurchase
  • Approving an amalgamation with another company
  • Approving a voluntary winding-up


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