Casting Vote in Singapore: When the Chairman Breaks a Tie at Board and General Meetings

Short answer: A casting vote in Singapore is a second vote that breaks a tie. Under the model constitution for private companies, the chairman of a directors’ meeting has a casting vote when votes are equal, and the chairman of a general meeting has one on a show of hands or a poll. Your own constitution can remove, keep or change it.

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.

Most founders never think about the casting vote in Singapore until a board or a shareholder vote ends in a tie. Then the question becomes urgent: does the chairman decide, and who is the chairman? The answer sits in your company’s constitution, which for many private companies is the model constitution prescribed by the Minister under section 36 of the Companies Act 1967. This guide explains the default rules, when they apply, when they do not, and how to change them before a deadlock happens.

What is a casting vote in Singapore, and where does it come from?

A casting vote is an additional vote given to the person chairing a meeting, used only when the votes for and against a resolution are equal. It does not come from the Companies Act itself. It comes from the company’s constitution.

Section 36 of the Companies Act allows the Minister to prescribe model constitutions for private companies and companies limited by guarantee. Section 37 lets a company adopt the whole model or any part of it. The current models are in the Companies (Model Constitutions) Regulations 2015. Both the private company model (First Schedule) and the company limited by guarantee model (Second Schedule) give the chairman a second or casting vote at general meetings and at board and committee meetings.

If your company was incorporated with a bespoke constitution, or with an older set of articles, the rule may be different. Some constitutions remove the casting vote entirely, especially in joint ventures where the parties want equal control. Always read the constitution actually registered for your company before relying on the model wording. If the wording is unclear, our guide on applying to court to interpret a company constitution explains the route of last resort.

Does the chairman have a casting vote at board meetings?

Under the model constitution, yes. Regulation 84(1) of the First Schedule says questions at a directors’ meeting are decided by a majority of votes, and regulation 84(2) gives the chairman of the meeting a second or casting vote on an equality of votes.

Three practical points follow from the model wording:

• The casting vote belongs to the chairman of that particular meeting. The directors may elect a chairman and fix the period of office (reg 88(1)). If no chairman has been elected, or the chairman is not present within 10 minutes after the time appointed, the directors present choose one of their number to chair (reg 88(2)).
• The meeting must be quorate. Unless the directors fix another number, the quorum is 2 (reg 86).
• A director must not vote on a transaction in which he or she is interested, and a vote cast in breach is not counted (reg 85). A chairman with a personal interest in the matter should not assume the casting vote is available on that item. Take advice before relying on it.

The same tie-break applies to committees of directors (reg 91(2)), for example an audit or remuneration committee set up under the constitution.

Does the chairman have a casting vote at general meetings?

Under the model, yes, on both a show of hands and a poll. Regulation 57 of the First Schedule states that in the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting is entitled to a second or casting vote.

Who chairs a general meeting matters. Under regulation 53, the chairman of the board chairs the general meeting. If the board chairman is unwilling to act, is not present within 15 minutes after the appointed time, or the board has not appointed a chairman, the members present elect one of themselves to chair.

The voting method also matters. On a show of hands, each member present in person has one vote (reg 58(2)). On a poll, each member has one vote for each share held (reg 58(3)). The chairman, at least 3 members present, or members holding at least 5% of the voting rights or paid-up voting capital may demand a poll (reg 55(1)). Section 178 of the Act prevents a constitution from excluding the right to demand a poll, other than on the election of the chairperson or an adjournment.

The chairperson’s powers at a general meeting have limits. Our article on whether a chairperson can disallow your vote looks at a 2026 High Court decision on that question.

Model constitution rules compared: board versus general meeting

The table below sets out the default positions in the First Schedule (private company limited by shares). The Second Schedule for companies limited by guarantee contains equivalent casting vote wording at regulations 19, 43(2) and 50(2).

When does a casting vote not help?

A casting vote breaks a tie on a simple majority decision. It does not help in four common situations.

1. Special resolutions. Section 184(1) requires a majority of not less than three-fourths of the members voting. If the votes are tied, the resolution has 50% support. One extra vote from the chairman cannot lift it to 75%, so the special resolution fails.
2. Written resolutions of directors. Under regulation 93 of the model, a written board resolution needs the signature of all the directors entitled to notice. There is no meeting and no chairman, so no casting vote. A sole director instead records and signs the resolution (reg 94).
3. Written resolutions of members. Section 184A measures written resolutions against the total voting rights of the members entitled to vote: a majority for an ordinary resolution and at least 75% for a special resolution. Those thresholds leave no room for a chairman’s tie-break.
4. An inquorate meeting. If there is no quorum, no business can be transacted (reg 51(1)), and the casting vote is never reached. For persistent absences, see our guide on inquorate general meetings and court applications to reduce quorum.

Why does the casting vote matter so much in a 50:50 company?

In a two-founder company with equal shares and one director each, the casting vote can turn joint control into control by one person. Whoever chairs the board decides every tied board vote and, because the board chairman also chairs general meetings under the model, every tied ordinary resolution of the members as well.

That may be what the founders intended. Often it is not. Founders adopt the model constitution at incorporation for speed, then discover years later that the chairman’s casting vote has given one side the last word on budgets, hiring, dividends and the appointment of auditors.

The reverse problem also arises. If the board is split 1:1 and has never elected a chairman, the directors cannot agree who chairs. A tie that nobody can break is a deadlock. Where a company is truly deadlocked, the courts have power under section 125(1)(i) of the Insolvency, Restructuring and Dissolution Act 2018 to wind it up on just and equitable grounds, and members may consider an oppression claim under section 216 of the Companies Act. These are court proceedings, conducted by a Singapore Advocate and Solicitor, and they are expensive and slow. Our guide on deadlocked boards and court solutions covers them in more detail.

The better course is to decide the casting vote question at the start, when the founders still agree.

How do you remove or add a casting vote in your constitution?

You change the constitution by special resolution of the members and lodge the change with ACRA. Section 26(1) of the Companies Act allows the constitution to be altered or added to by special resolution, and section 26(2) requires the company to lodge a copy of the resolution with the Registrar within 14 days after it is passed, together with a copy of the constitution as altered unless the Registrar dispenses with it.

1. Read the current constitution. Confirm whether it adopts the model wholly, partly or not at all, and whether it adopts the model as in force at adoption or as in force from time to time (s 37(3)).
2. Agree the new wording among the shareholders. Options include deleting the casting vote, keeping it only at board level, or rotating the chairmanship between nominated directors each year.
3. Have the directors approve the proposal and convene a general meeting with not less than 14 days’ written notice for a private company (s 184(1)(a)), or obtain agreement to short notice from a majority in number holding not less than 95% of the voting rights (s 184(2)). Alternatively, use a written special resolution under section 184A, signed by members holding at least 75% of the total voting rights.
4. Pass the special resolution with at least three-fourths of the votes cast.
5. Lodge the resolution with ACRA through Bizfile within 14 days (s 26(2)). If the company now adopts only part of the model, or adds provisions to it, a copy of the constitution must be submitted to the Registrar (s 37(4)).
6. Update the minute book and the company’s internal copy of the constitution, and tell the bank if its mandate refers to the chairman.

If you want the new rule to be hard to undo, the constitution can include an entrenching provision. Under section 26A, an entrenching provision can be inserted after incorporation only if all the members agree, and can be removed or altered only with the agreement of all the members.

For the meeting mechanics, see our EGM mechanics FAQ and our guide to requisitioning an EGM and circulating members’ resolutions.

Should the casting vote go in the constitution or the shareholders’ agreement?

Put the rule on how meetings work in the constitution, and put the commercial deadlock exit in the shareholders’ agreement. The two documents do different jobs.

Under section 39(1) of the Companies Act, the registered constitution binds the company and its members as if each member had signed it. A shareholders’ agreement is a private contract between the parties who sign it. A board chairman applying the casting vote at a meeting will look to the constitution, so a promise in the shareholders’ agreement not to use the casting vote may not stop the vote being counted, even if using it is a breach of contract between the shareholders.

The safer approach is to make the two consistent: if the shareholders’ agreement says there is no casting vote, the constitution should say the same. Our working note on comparing a shareholders’ agreement with the constitution shows how to index the differences before you ask for advice.

What does the company secretary prepare, and when do you need a lawyer?

The company secretary handles the corporate process: reading the registered constitution, preparing the directors’ resolution, the notice of meeting or written special resolution, the minutes, and the ACRA lodgement. The secretary also keeps the updated constitution with the statutory records.

A Singapore law firm should advise on the drafting of bespoke deadlock and casting vote provisions for a joint venture, on whether a particular vote was validly cast, and on any dispute that may go to court. Raffles Corporate Services works with a panel of experienced Singapore law firms for that work.

Frequently asked questions

Is the casting vote automatic for every Singapore company?

No. It depends on the company’s constitution. The model constitutions in the Companies (Model Constitutions) Regulations 2015 include it, but a company may adopt only part of the model or use its own constitution without a casting vote.

Can the chairman use the casting vote to pass a special resolution?

No. A special resolution needs at least three-fourths of the votes cast (s 184(1)). A tied vote is 50%, and one extra vote cannot reach 75%.

Does the chairman have a casting vote on a poll?

Under the model constitution, yes. Regulation 57 of the First Schedule gives the casting vote on an equality of votes “whether on a show of hands or on a poll”.

Can a casting vote be used on a directors’ written resolution?

No. Under the model, a directors’ written resolution must be signed by all the directors entitled to notice of a meeting (reg 93). There is no meeting, so no chairman and no casting vote.

How quickly must a change to the casting vote rule be lodged with ACRA?

Within 14 days after the special resolution is passed (s 26(2) of the Companies Act). Lodgement is made through Bizfile.

Does the same rule apply to companies limited by guarantee?

Under the Second Schedule model, yes. Regulations 19, 43(2) and 50(2) contain the same casting vote wording for general, board and committee meetings.

Planning a new company structure? Our free tools help with deadlines and filings. The full text of the model constitutions is on Singapore Statutes Online, and the special resolution rules are in section 184 of the Companies Act 1967.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.