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Appointment Of Nominee Director Resolution Template for Singapore

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Key Requirements PROMPT example:

Appointment Of Nominee Director Resolution

"Need to draft an Appointment Of Nominee Director Resolution for our Singapore trading subsidiary, appointing Ms. Sarah Chen as nominee director representing our parent company in Japan, effective March 15, 2025, with specific limitations on financial approval powers above SGD 50,000."

Document background
The Appointment Of Nominee Director Resolution is a crucial corporate document required under Singapore law when appointing a nominee director to a company's board. It's typically used when a stakeholder needs representation on the board while maintaining privacy, or when local directorship is required for compliance purposes. The resolution must comply with the Companies Act (Cap. 50) and ACRA requirements, including details of the appointment, director's qualifications, and nominee arrangement specifics. This document forms part of the company's official records and must be filed with relevant authorities.
Suggested Sections

1. Title and Date: Company name, registration number, and date of resolution

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

3. Resolution Statement: Formal statement of the board's decision to appoint nominee director

4. Director Details: Full name, ID/passport number, residential address of nominee director

5. Terms of Appointment: Effective date and conditions of appointment

6. Authorizations: Authority granted to execute necessary documents and filings

Optional Sections

1. Replacement Details: If appointing in place of resigning director, include when there's a director replacement

2. Specific Powers: Special authorities or limitations, include when nominee has restricted powers

3. Remuneration: Director's fees and benefits, include when compensation terms are part of appointment

Suggested Schedules

1. Director's Consent to Act: Signed acceptance of appointment by nominee director

2. Director's Declaration: Declaration of compliance with qualification requirements

3. Nominee Agreement: Terms of nominee arrangement between appointing party and nominee

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses




















Industries

Companies Act (Cap. 50): Primary legislation governing company directors in Singapore, covering director appointments (S.145), qualifications (S.153), duties and responsibilities (S.157), and maintenance of director registers (S.171)

Corporate Governance Code: Regulatory framework issued by MAS providing guidelines for corporate governance practices, particularly relevant for listed companies and their director appointments

ACRA Requirements: Regulatory requirements from the Accounting and Corporate Regulatory Authority regarding director appointment filings and BizFile+ procedural compliance

Securities and Futures Act: Legislation governing securities markets and trading in Singapore, including disclosure requirements for directors of listed companies

Nominee Director Regulations: Specific requirements for nominee directors including legitimate arrangements, nominee status declarations, and beneficial ownership disclosure requirements

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant for handling director's personal information in appointment documents

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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