§ 184A — Passing of resolutions by written means

184A.—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.[36/2014]

(2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.[15/2017]

(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)

at least 75%; or

(b)

if the constitution of the company requires a greater majority for that resolution, that greater majority,

of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.

[36/2014]

(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)

a majority; or

(b)

if the constitution of the company requires a greater majority for that resolution, that greater majority,

of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.

[36/2014]

(4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.

(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —(a)

the company receives from the member (or the member’s proxy if this is allowed) a document that —(i)

is given to the company in legible form or a permitted alternative form;

(ii)

indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and

(iii)

includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

(b)

the member (or the member’s proxy) had a legible text of the resolution before giving that document.[36/2014]

(6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.

(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)

in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or

(b)

in another form that —(i)

is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and

(ii)

is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.

(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.

(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.

(9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore.[36/2014; 4/2017]

—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.[36/2014]

(2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.[15/2017]

(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)

at least 75%; or

(b)

if the constitution of the company requires a greater majority for that resolution, that greater majority,

of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.

[36/2014]

(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —(a)

a majority; or

(b)

if the constitution of the company requires a greater majority for that resolution, that greater majority,

of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.

[36/2014]

(4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.

(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —(a)

the company receives from the member (or the member’s proxy if this is allowed) a document that —(i)

is given to the company in legible form or a permitted alternative form;

(ii)

indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and

(iii)

includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

(b)

the member (or the member’s proxy) had a legible text of the resolution before giving that document.[36/2014]

(6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.

(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —(a)

in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or

(b)

in another form that —(i)

is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and

(ii)

is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.

(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.

(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.

(9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore.[36/2014; 4/2017]