Short answer: In Singapore, the directors decide whether a company sues or defends, because they manage its business under section 157A of the Companies Act 1967, unless the constitution reserves the decision to members. A board resolution is the usual proof. Unauthorised proceedings can be ratified, but only if a valid cause of action existed when they began.
Key facts at a glance
- Section 157A(1) of the Companies Act 1967: the business of a company is managed by, or under the direction or supervision of, the directors.
- Section 157A(2): the directors may exercise all the company’s powers except those the Act or the constitution requires the company to exercise in general meeting.
- Model constitution for a private company limited by shares: questions at directors’ meetings are decided by a majority (regulation 84), the quorum is 2 unless the directors fix another number (regulation 86), and a written resolution needs every director entitled to notice to sign (regulation 93).
- Rules of Court 2021, Order 4 rule 3(1)(b): a company must be represented by a solicitor, unless the court gives permission under rule 3(3) for a duly authorised officer to act.
- Section 216A: a member can apply for permission to bring or defend proceedings in the company’s name, after giving the directors 14 days’ notice.
- Appellate Division, [2023] SGHC(A) 6 (unreported): an action commenced without authority may be ratified, but a nullity cannot be.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Many company disputes start with one question: who had the power to put the company into court? This guide explains how a board resolution for legal proceedings in Singapore works, what the constitution can change, what the court rules require, and what to do if the paperwork came late. Court proceedings are conducted by a Singapore Advocate and Solicitor. We prepare the corporate side of the file and work with a panel of Singapore law firms where a lawyer is needed.
What law decides who can start or defend proceedings for a company?
The directors decide, unless the Act or the constitution says otherwise. Section 157A(1) of the Companies Act 1967 says the business of a company is managed by, or under the direction or supervision of, the directors. Section 157A(2) adds that the directors may exercise all the powers of the company except any power that the Act or the constitution requires the company to exercise in general meeting.
Starting or defending a claim is an exercise of the company’s powers. Section 23(1) gives a company full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, subject to the Act, any other written law and its constitution. Section 23(1B) allows the constitution to contain a provision restricting the company’s capacity, rights, powers or privileges. So the starting point is the board, and the check is always the constitution.
The model constitution for a private company limited by shares repeats the statutory position in regulation 77: the business of a company is managed by or under the direction or supervision of the directors, and the directors may exercise all the powers of the company except any power that the Act or the constitution requires the company to exercise in general meeting. Your company may have adopted this model, or it may have its own constitution with different rules. Read yours first. For the difference between board and shareholder decisions, see our guide on board and shareholder resolutions.
How does a board resolution for legal proceedings work under the model constitution?
The board authorises proceedings by a valid decision of the directors, which is recorded as a resolution. If your company uses the model constitution, these regulations apply to that decision.
| Question | Model constitution rule | What it means for litigation |
|---|---|---|
| How do directors meet? | Regulation 83: the directors may meet for the despatch of business, adjourn and regulate their meetings as they think fit. A director may summon a meeting at any time, and the secretary must summon one on a director’s requisition. | Any director can force a meeting on whether to sue or defend. |
| How is the decision made? | Regulation 84(1): questions are decided by a majority of votes, and a majority determination is treated as the determination of the directors. | A majority of the directors present and voting can authorise the claim. |
| What if votes tie? | Regulation 84(2): the chairman of the meeting has a second or casting vote. | A tie on a two-director board may be broken by the chairman, if the constitution has this rule. Our deadlocked board guide covers what follows if it does not. |
| Can an interested director vote? | Regulation 85: a director must not vote on a transaction with the company in which the director is interested, and the vote is not counted if cast. | If the claim is against a director, or touches a director’s own interest, check this rule before counting votes. |
| How many directors make a quorum? | Regulation 86: fixed by the directors, and unless so fixed is 2. | A decision made by fewer than the quorum is open to attack. |
| Can the board act if directors leave? | Regulation 87(2): if the number falls below the quorum, the continuing directors may not act except to increase the number of directors to that number or to summon a general meeting. | A depleted board may be unable to authorise a claim until the number is restored. |
| Can directors decide without a meeting? | Regulation 93: a resolution in writing signed by all the directors entitled to receive notice of a meeting is as valid as one passed at a meeting. Regulation 94: a sole director may pass a resolution by recording it and signing the record. | A written resolution works only if every entitled director signs. One refusal means you need a meeting. |
The regulation numbers are from the first schedule of the Companies (Model Constitutions) Regulations 2015 on Singapore Statutes Online (28 October 2026). A company with its own constitution may number and word these rules differently.
Can one director, a shareholder or a liquidator act instead of the board?
Usually not on their own, but there are three recognised exceptions: a sole director, a member with court permission, and a liquidator.
A sole director can pass a resolution under regulation 94 of the model constitution by recording it and signing the record. That is the board decision. A single director on a multi-director board has no such power.
A shareholder cannot start a company’s claim merely because the board refuses. Section 216A(2) lets a “complainant”, which includes any member, apply to the court for permission to bring an action or arbitration in the name and on behalf of the company, or to intervene in one to which the company is a party for the purpose of prosecuting, defending or discontinuing it. Under section 216A(3), the court must be satisfied that the complainant gave the directors 14 days’ notice, is acting in good faith, and that it appears prima facie to be in the company’s interests. Our guide to section 216A derivative actions explains this route.
Once a company is in liquidation, the decision moves. Section 144(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018 lets the liquidator, after authorisation by either the Court or the committee of inspection, bring or defend any action or other legal proceeding in the name and on behalf of the company. Section 144(1)(f) allows the liquidator to appoint a solicitor to do so.
Step by step: how to authorise a company to sue or defend
- Read the constitution. Check for any clause that reserves litigation, or claims above a certain value, to members or to a named director.
- Check the board. Confirm who the current directors are on the ACRA record, whether there is a quorum, and whether any director is interested in the dispute.
- Take advice from a solicitor on the claim or defence itself, including filing deadlines.
- Circulate the proposed resolution with a short description of the proceedings, the solicitor to be appointed, and the limits of authority.
- Decide it at a duly convened directors’ meeting, or by written resolution signed by every director entitled to notice.
- Record the resolution in the minutes, and give the solicitor a signed copy together with the constitution.
Which documents should be on file?
| Document | Why it matters |
|---|---|
| Constitution (and any amendments) | Shows who may decide, the quorum, and whether members must approve. |
| ACRA business profile | Confirms who the directors and secretary are on the date of the decision. |
| Notice of directors’ meeting and attendance record | Shows the meeting was properly called and quorate. |
| Board resolution, signed by the chairman or by every director if written | The primary evidence of authority. Name the proceedings, the solicitor and the scope. |
| Conflict declarations | Shows interested directors did not vote (regulation 85 of the model constitution). |
| Any shareholder resolution, if the constitution requires one | Needed where a power is reserved to the company in general meeting under section 157A(2). |
How long does it take and what does it cost?
Authorisation is quick if the directors agree. The timings below are practical planning ranges, not statutory periods, except where a statute is cited.
| Stage | Typical timing | What drives the cost |
|---|---|---|
| Board resolution at a meeting | Same day to a few days, depending on how your constitution requires notice and how quickly directors are available | Company secretarial time to prepare the notice, resolution and minutes |
| Written resolution | As fast as the last director signs | Company secretarial time; fails if one director refuses |
| Application for an officer to act for the company (Order 4 rule 3(3)) | Set by the court once the application is filed | The solicitor’s fees and any court filing fees |
| Member’s application under section 216A | At least 14 days’ notice to the directors before the application, then the court’s timetable | Solicitor’s fees; the court may order the company to pay reasonable legal fees under section 216A(5)(c) |
We do not quote solicitors’ fees or court costs here, because they depend on the claim, the court and the work involved. Ask the solicitor for a written estimate before you pass the resolution.
Must a solicitor act, and who does what?
Yes, a company must be represented by a solicitor, unless the court gives permission otherwise. Order 4 rule 3(1)(b) of the Rules of Court 2021 provides that, subject to paragraphs (2), (3) and (4), any entity with the capacity to sue or be sued must be represented by a solicitor in proceedings.
Rule 3(3) allows an exception. On an application by a company, the court may give permission for an officer of the company to act on its behalf in a relevant matter or proceeding, if satisfied that the officer has been duly authorised by the company to act in that matter, and has sufficient executive or administrative capacity or is a proper person to represent the company. Rule 3(6) defines “officer” for a company as any director or secretary, or a person employed in an executive capacity. The duly authorised requirement is where your board resolution matters again: it is the evidence the court will want.
The usual division of work: the solicitor, an Advocate and Solicitor, advises on the merits, files and argues the case, and decides on the court application, if any. The company secretary prepares the corporate record: the notice, the resolution, the minutes, the register entries and the authority letter. Our corporate secretarial team can prepare the resolution once the solicitor has settled the scope. We do not act in court and do not give legal advice.
What if proceedings began without authority? Can the company ratify them?
Often yes, but not always. The Appellate Division of the High Court dealt with this in Asidokona Mining Resources Pte Ltd and another v Alternative Advisors Investments Pte Ltd [2023] SGHC(A) 6 (unreported; no SLR citation verified). The court said at [86] that it accepted that an action commenced without authority may be ratified, subject to there being a valid cause of action when the action was commenced.
The court explained the distinction at [82] to [86] by reference to older English cases. In Danish Mercantile Co Ltd v Beaumont [1951] Ch 680, a director commenced an action in the company’s name without prior approval from the company or the board. The company was later wound up, and the liquidators ratified the commencement of the action. The Appellate Division recorded that the court held it was open at any time to ratify the commencement, which cured the defects.
The limit is a nullity. In Asidokona, the underlying contracts had not been ratified before the action was started, so there was no valid cause of action at the date of commencement. The court held at [80] and [91] that the action was void from the start and that a later ratification could not validate it. Its practical suggestion at [80] was that the correct course was to commence a new action after the ratification, or to commence the action only after ratification.
For a director, the lesson is to take the board’s decision before filing, and to ratify promptly if something went wrong. The court also listed, at [76], recognised limits on ratification, including that it must be made within a reasonable time. If the company has already filed, tell the solicitor at once, who will decide whether a ratifying resolution or a fresh action is needed. For related situations where acts were done without proper authority, see our guide to court applications to validate acts done without authority and challenging an invalid company resolution.
What are the common mistakes?
- Relying on one director’s instruction when the board has several members and the constitution requires a majority decision.
- Passing a written resolution with fewer signatures than regulation 93 requires, if your constitution follows the model.
- Counting the vote of a director who is interested in the dispute.
- Acting below the quorum, or after directors have resigned, when regulation 87(2) limits the continuing directors.
- Leaving the resolution vague about the proceedings, the solicitor and who may give instructions.
- Allowing a director to appear in court for the company without the court’s permission under Order 4 rule 3(3).
- Waiting too long to ratify, and assuming ratification will always cure a defect.
- Missing court papers served at the registered office. See service of documents at your registered office.
Our board resolutions guide sets out the usual formats, and our free compliance tools may help with related filings.
Frequently asked questions
Does a company need a board resolution to start court proceedings?
The directors hold the power under section 157A, so a recorded board decision is the standard evidence of authority. Your solicitor will usually ask for it.
Can one director sue in the company’s name without the others?
Not safely. Unless the constitution gives that director the power, or the company has a sole director, the decision belongs to the board acting by the constitution’s decision rules. A claim filed without authority can be challenged, although it may be capable of ratification.
Can a director represent the company in court without a lawyer?
Only with the court’s permission. Order 4 rule 3(3) of the Rules of Court 2021 allows the court to permit a duly authorised officer, with sufficient executive or administrative capacity or who is a proper person, to act for the company in a relevant matter.
Can the company ratify a claim that was filed without authority?
Often, if there was a valid cause of action when the claim was filed. The Appellate Division accepted this in [2023] SGHC(A) 6, but held that an action that was a nullity from the start could not be saved by later ratification.
What if the directors cannot agree to defend a claim?
A member may apply under section 216A for permission to defend in the company’s name, after 14 days’ notice to the directors. The solicitor should also consider the deadline for the defence, because the company’s time keeps running while the directors disagree.
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
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Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.
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