Directors Resolution To Issue Shares Template for Singapore

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Key Requirements PROMPT example:

Directors Resolution To Issue Shares

"I need a Directors Resolution To Issue Shares for my Singapore fintech startup to issue 10,000 new ordinary shares to three venture capital investors at SGD 15 per share, to be completed by March 2025."

Document background
A Directors Resolution To Issue Shares is a crucial corporate document required whenever a Singapore company wants to issue new shares. It demonstrates compliance with the Companies Act 1967 and the company's constitution, documenting the board's authorization for share issuance. This resolution is commonly used during funding rounds, employee share schemes, or corporate restructuring, and must include specific details about the share issuance, including number, class, price, and recipients. It serves as official evidence of the board's decision and is essential for updating the company's share register and ACRA records.
Suggested Sections

1. Title and Date: Specification of company name and date of resolution

2. Attendance and Quorum: Record of directors present and confirmation of quorum

3. Background: Context and reasons for share issuance

4. Resolution Details: Specific details of share issuance including number, class, and price of shares

5. Authority: Confirmation of directors' authority to issue shares

6. Signatures: Directors' signatures and certification

Optional Sections

1. Consideration: Details of consideration if shares not issued for cash - use when shares are issued for non-cash consideration

2. Pre-emptive Rights Waiver: Waiver of existing shareholders' pre-emptive rights - use when existing shareholders' pre-emptive rights need to be addressed

3. Regulatory Compliance: Additional compliance statements - use for listed companies or when specific regulatory requirements apply

Suggested Schedules

1. Share Subscription Agreement: Agreement detailing terms of share subscription

2. Shareholder Details: List of new shareholders and their shareholdings

3. Valuation Report: For non-cash consideration, if applicable

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 1967 (2020 Revised Edition) - Share Issuance: Primary legislation governing share issuance: Section 63 (Power to issue shares), Section 64 (Rights and powers attaching to shares), Section 64A (Issue of shares for no consideration), Section 161 (Power of directors to allot and issue shares)

Company Constitution Requirements: Company's constitutional documents must be reviewed for specific provisions regarding share issuance procedures, directors' powers, pre-emptive rights, and share capital clauses

Securities and Futures Act 2001: Regulatory framework for securities offerings, including prospectus requirements and relevant exemptions for share issuance

SGX Listing Rules: For listed companies: compliance with general mandate requirements, disclosure obligations, and other listing rules related to share issuance

Corporate Governance Requirements: Compliance with directors' fiduciary duties, disclosure of interests, and fair dealing obligations in relation to share issuance

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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