When shareholders sign resolution copies on different days, keep one approved text and a clear record of who signed which version. Ask the company secretary to confirm the applicable approval and execution requirements before treating the document as complete. A folder with several signatures can still be unreliable if those signatures relate to different wording, missing schedules or an unconfirmed effective date.
Start with the correct decision process
A written resolution is not the same as minutes of a meeting. The company’s constitution, the type of decision and the applicable law determine the process. Do not assume that a familiar signature threshold, a scanned signature or a counterpart arrangement is suitable for every decision. Have the secretary identify the requirements for the particular resolution.
Freeze the text before circulation
Give the approved draft a version identifier and page count. Include referenced schedules before it is sent out. Name one coordinator to collect the responses. If the commercial terms change after one person signs, stop and ask whether fresh approval is needed. Adding a page to an already signed bundle is not a safe way to finish the record.
Maintain a signing register
| Field | What to capture |
|---|---|
| Recipient | Person and capacity in which they sign |
| Document | Approved version, date and schedules |
| Return | Date received and pages returned |
| Review | Completeness check and unresolved queries |
These are practical document controls, not a substitute for the legal test for passing the resolution.
Do not guess when the decision took effect
The drafting date, signature dates, approval date and implementation date may serve different purposes. Ask the secretary to determine the relevant date from the actual process and evidence. Do not insert the earliest signature date as the approval date merely because it is convenient for a filing. Preserve the real sequence.
Example: the schedule changed during circulation
Two shareholders sign version A. A third receives version B with a changed payment schedule. Combining the three signature pages creates a misleading record of agreement. Preserve both versions, flag the difference and obtain instructions on a properly approved final document. Never remove version A from the file to make the inconsistency disappear.
Close the record
Once the secretary confirms completion, assemble the approved text, valid signature evidence and relevant implementation or filing record. For background, see ordinary resolutions, special resolutions and company meeting minutes. Legal questions can be coordinated through advisers from associated law firms.
Official guidance: ACRA resolutions and company information updates.
Help with your company records
For corporate secretarial support, contact Raffles Corporate Services at [email protected] or WhatsApp +65 8501 7133. Tell us which records or transactions need attention so we can discuss the relevant next steps.
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