Running a business in Singapore isn’t just about growth — it’s also about staying compliant. Many small business owners focus on revenue, but overlook the importance of company resolutions and minutes — two critical components of good governance.
Maintaining accurate records isn’t just paperwork. These documents serve as formal evidence that decisions were made properly and legally, protecting your company and those who run it. Whether you’re appointing a director, issuing shares, or approving financial reports, well-kept resolutions and minutes help your business run smoothly — and legally.
Let’s explore what they are, when they’re needed, and why accurate recordkeeping matters.
Resolutions are formal decisions made by a company’s directors or shareholders. These can be passed at meetings or in writing, depending on the company’s constitution and the nature of the decision.
There are two main types:
For example, appointing directors usually requires an ordinary resolution, while amending the company’s constitution calls for a special resolution.
Minutes are written records of what was discussed and decided during meetings. These include meetings of directors (Board meetings) and shareholders (General meetings).
In Singapore, maintaining these records is a legal obligation under the Companies Act 1967, enforced by the Accounting and Corporate Regulatory Authority (ACRA).
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Singapore-incorporated companies must keep minutes and resolutions for at least five years. These records must be accurate, accessible, and up-to-date.
Failure to maintain proper records can result in fines, penalties, or even enforcement action from ACRA.
Common actions requiring formal resolutions:
Without proper documentation, these actions may not be considered legally valid.
Banks, auditors, and investors often request copies of board resolutions as proof of authority. For example, when opening a corporate bank account or signing a loan agreement, you’ll likely need to provide a resolution confirming approval of the action.
Accurate records help you avoid delays and show that your company operates with transparency and due diligence.
Clear minutes and resolutions establish who made which decisions, when, and under what authority. This protects directors and shareholders in the event of disputes or legal challenges.
They also serve as evidence that decisions were made in good faith and with the company’s best interests in mind.
Properly maintained records ensure that when decisions need to be referenced — whether during audits, funding rounds, or regulatory reviews — they’re readily available.
Companies that maintain structured records operate more efficiently and are better prepared for compliance checks or due diligence.
| Corporate Action | Type of Resolution |
| Appoint or remove a director | Board or Ordinary |
| Issue or allot shares | Board and Ordinary |
| Change company constitution | Special |
| Approve annual financial statements | Board |
| Change registered address | Board |
| Declare dividends | Board |
Incorrect or missing resolutions can lead to invalid actions, affecting your company’s legal standing.
Maintaining accurate company resolutions and minutes is not just a regulatory checkbox — it’s a key part of protecting your business, its stakeholders, and its future. Proper recordkeeping ensures your company operates within the law, responds quickly to external requests, and avoids costly disputes or penalties.
Don’t let regulatory complexities impede your business growth. Counto’s elite corporate secretarial services are your strategic advantage for flawless compliance and governance in Singapore’s competitive business landscape. To learn more, speak to us directly on our chatbot, email [email protected], or use our  contact form to get started.
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