A guide to DRIW

It may not be easy to perform physical meetings with the pertinent parties physically present; approving a resolution in a written way is usually suitable. In Singapore, it is widespread for companies to allow Directors’ Resolutions in Writing (DRIW) to be passed, particularly when such requirements are embedded in the Articles of Association and Memorandum. Relying on the articles of Association and Company’s Memorandum, Directors’ Resolutions either expect a reasonable preponderance of votes to conserve the adoption or permission by all of the Directors.

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Ways to Pass Company Resolutions

  1. Physical meetings: Businesses can approve a board resolution at a board meeting and a shareholders’ meeting and shareholders’ resolution can be approved.
  2. Written form: If a corporation is not eligible to hold a physical meeting, it may rather enact a written resolution

Types of company resolutions

A company resolution is enacted when the plurality of the voters give their opinion. The vital resolution categories are as follows:

Board Resolution

A board resolution is a category of conventional document that identifies the different functions of the office’s company. As per Section 157A of the Companies Act, the directors of the business form every judgment associated with the business of the firm except for the ones in which the contribution of the shareholders is also needed.

Special Resolutions

Special resolutions are enacted whenever there is a 75% plurality in the votes cast in the conference. Public firms require to give a written report of 21 days to their partners about special findings and for private firms, a written notice of 14 days is imposed.

A special resolution protects the privileges of a group of shareholders against any critical judgments made without reasonable deliberation. For a special resolution to pass, a business can utilize a poll show of hands or a written resolution. Although a 75% plurality is needed to determine, a higher amount will be expected for extra significant judgments.

The following are illustrations while shareholders are expected to enact a special resolution:

  • Altering the name of the company
  • Altering any of the prerequisites that are noted in the legislation of the company
  • Shifting the significance of the company via enrollment
  • Lessening the share capital of the firm

Ordinary Resolutions

Shareholders of the company do pass ordinary resolutions. To code this meeting, notice must be given 14 days before all the members, and the resolutions are ratified when 50% of the shareholder’s plurality concedes to the formal judgment. The meeting can also be clasped if the members of the limited firms who possess 95% of the ballot rights approve it.

An ordinary resolution is ratified by raising of hands or by the way of a reasonable poll. In this vote, the plurality encompasses the number of members giving the vote, not the proxies or the members who resist voting.

If the proprietors are not familiar with the layout or decision-making procedure, they can ever strive for corporate secretary services to collect more understanding. Companies that are eager in this concern can contemplate employing an experienced corporate secretarial firm like HeySara to deliver full insight into such company laws

Tyler Mathews

Tyler Mathews