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Sample Board Resolution

The board of directors of the parent company passed a resolution to authorize the incorporation of a Singapore subsidiary. The resolution specifies that the parent company will subscribe to [number] of shares totaling [value] in the Singapore subsidiary. Two directors are authorized to sign the memorandum and articles of association. A corporate representative is appointed to represent the parent company at general meetings of the Singapore subsidiary.

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0% found this document useful (0 votes)
3K views2 pages

Sample Board Resolution

The board of directors of the parent company passed a resolution to authorize the incorporation of a Singapore subsidiary. The resolution specifies that the parent company will subscribe to [number] of shares totaling [value] in the Singapore subsidiary. Two directors are authorized to sign the memorandum and articles of association. A corporate representative is appointed to represent the parent company at general meetings of the Singapore subsidiary.

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Jen Gamil
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(SAMPLE OF PARENT COMPANY’S BOARD RESOLUTION)

NAME OF PARENT COMPANY


(the Company)
Company Number : ___________________
(Incorporated in _____________)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE


MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY

AUTHORISATION OF INCORPORATION OF A SINGAPORE COMPANY

WHEREAS :

The Company is desirous to incorporate a subsidiary company in Singapore (Singapore Subsidiary).

RESOLVED :

1. That the Singapore Subsidiary be and is hereby approved to be incorporated.

2. That the share capital of the Singapore Subsidiary will be <Number of shares and total value> (e.g.
100,000 (One Hundred Thousand) ordinary shares totaling S$100,000 (Singapore Dollars One
Hundred Thousand).

3. That the Company shall subscribe to <all the shares in the Singapore Subsidiary> OR <Number
of shares and total value> (e.g. 50,000 (Fifty Thousand) ordinary shares totaling S$50,000
(Singapore Dollars Fifty Thousand).

4. That <name of parent company’s director> and <name of parent company’s director> be and
is/are hereby authorized to sign the Memorandum and Articles of Association of the Singapore
Subsidiary.

5. That <name of corporate representative 1> or failing him/her <name of corporate representative
2> be and is/are hereby appointed as the corporate representative of the Company for purposes of
<the Extraordinary General Meeting of the Singapore subsidiary to be held on ________> / all
++
General Meetings of the Singapore subsidiary and at any adjournments thereof, and without
prejudice to the generality of the foregoing, to exercise all necessary powers of the Singapore
Subsidiary

DIRECTORS

______________________________________ ________________________________
<Name of Director> <Name of Director>

Date:

Sample  BOD  for  subsidiary/14112013/v5  


 
Please  note:  

• This  is  a  sample  only.  The  signing  of  the  Board  Resolution  must  comply  with  the  parent  company’s  
constitution.  As  such,  please  amend  the  number  of  directors  and  other  information  as  necessary.    
• For  point  4  and  point  5,  please  provide  copy  of  passport  and  residential  address  proof  of  the  appointed  
individual.    
• The  corporate  representative  is  the  person  appointed  by  the  parent  company  to  attend  general  
meetings  on  behalf  of  the  parent  company.  You  can  choose  1  or  more  depending  on  your  requirement.  

Sample  BOD  for  subsidiary/14112013/v5  


 

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