Board Resolution Authorising Director To Sign Agreement Template for Singapore

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Key Requirements PROMPT example:

Board Resolution Authorising Director To Sign Agreement

"I need a Board Resolution Authorising Director To Sign Agreement for our Singapore tech startup, allowing our Technical Director to sign software licensing agreements up to SGD 500,000, effective from March 1, 2025."

Document background
A Board Resolution Authorising Director To Sign Agreement is a crucial corporate governance document used when a company needs to formally delegate signing authority to a specific director. Under Singapore law, particularly the Companies Act, companies must maintain proper documentation of such delegations of authority. This resolution provides clear evidence that the board has properly authorized the director to act on the company's behalf, specifying the scope and any limitations of the signing authority. It protects the company's interests by ensuring proper authorization and documentation of signing powers.
Suggested Sections

1. Title and Date: Identifies the company name, registration number, and date of resolution

2. Attendance and Quorum: Lists directors present at the meeting and confirms that quorum requirements are met as per company constitution

3. Preamble: States the purpose of the resolution and references relevant Companies Act provisions and constitutional authority

4. Resolution Details: Specifies the precise authority being granted to the director, including type of agreements and documents

5. Authorization Scope: Defines the extent of signing authority and any monetary or transaction limits

6. Certification: Authentication section including company secretary or chairman's certification of the resolution

Optional Sections

1. Additional Conditions: Specific limitations, conditions, or restrictions on the authorization powers

2. Term of Authority: Specified duration of the authorization if not indefinite

3. Regulatory Compliance: Additional provisions ensuring compliance with specific regulatory requirements for listed companies

Suggested Schedules

1. List of Specific Agreements: Schedule detailing specific agreements or types of agreements covered by the authorization

2. Specimen Signature: Appendix containing the authorized director's specimen signature for verification purposes

3. Extract of Constitutional Provisions: Relevant excerpts from company constitution regarding director powers and board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Companies Act (Chapter 50): Primary legislation governing company operations in Singapore, particularly Sections 157 (Directors' duties), 157A (Company management), 159 (Directors' powers), and 179 (Company resolutions)

Code of Corporate Governance: Set of principles and guidelines for corporate governance of listed companies in Singapore, providing best practices for board matters and governance

SGX Listing Rules: Regulatory framework applicable to companies listed on the Singapore Exchange, containing requirements for corporate actions and governance

Company Constitution: Company's foundational document (formerly Memorandum and Articles of Association) that sets out the company's internal management rules and directors' powers

Companies (Model Constitutions) Regulations 2015: Regulations providing standard provisions regarding directors' powers and procedures for board resolutions in Singapore companies

MAS Guidelines: Corporate governance guidelines issued by the Monetary Authority of Singapore for regulated entities

ACRA Guidelines: Regulatory guidelines issued by the Accounting and Corporate Regulatory Authority regarding corporate governance and compliance matters

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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