Singapore legislation

Clause 41

of Companies (Amendment) Bill

Clause 41

Amendment of section 188

Section 188 of the Companies Act is amended —

(a)

by inserting, immediately after the word “relate” in subsection (2), the words “, unless the contrary is proved”; and

(b)

by inserting, immediately after subsection (3), the following subsections:“(3A) Every company shall keep minute books in which it shall cause to be entered the following matters:

(a)

if the company has only one director —

(i)

the passing of resolutions by that director; and (ii)the making of declarations by that director;

(b)

resolutions passed by written means under section 184A,within one month of the passing or making of each resolution or declaration.(3B) The company shall ensure that minutes of the passing of a resolution referred to in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.(3C) The director of a company with only one director who has passed a resolution or made a declaration shall sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) shall be evidence of the resolution or declaration to which they relate, unless the contrary is proved.”.