Free share allotment resolution template

Issuing new shares in a Singapore company is a two-key process. Under Section 161 of the Companies Act 1967, your directors cannot allot shares on their own — they first need a share-issue mandate from the members (a shareholders' ordinary resolution). Only then can the board pass the directors' resolution that actually allots the shares. Miss either key and the allotment is exposed.

This page gives you two free share allotment resolution templates — the members' ordinary resolution granting the Section 161 mandate, and the directors' resolution that allots the shares — plus the Section 63 return of allotment ACRA needs within 14 days, and the pre-emption check most founders forget.

If you raise capital or bring in new shareholders more than once, the Helmself wizard generates both resolutions pre-filled with your company particulars, the allottees, and the correct Section 161 + 63 citations for SGD 79/year.

Allotment is an ordinary resolution plus a board resolution — not a special resolution

Founders often assume a name change and a share issue work the same way. They don't. A company name change is a special resolution (≥ 75%). A share allotment is different:

• The Section 161 mandate is an ordinary resolution — a simple majority. Passed in writing, that means members holding more than 50% of the total voting rights agree; passed at a general meeting, more than half of the votes cast. Either way, not 75%.
• The allotment itself is a board act. Once the members have given the mandate, the directors pass a directors' resolution to allot the specific shares to the specific allottees.

So a clean allotment has two instruments behind it, and they sit at different levels of the company. Getting this wrong — passing only a board resolution, or treating the mandate as a special resolution — is the most common defect we see.

The two instruments you actually need

1. Members' ordinary resolution (the Section 161 share-issue mandate). This authorises the directors to allot shares. It can be specific (this issue only) or general, and it lapses at the conclusion of the next annual general meeting — or when that AGM should have been held — unless it is renewed or revoked earlier. Companies that issue shares regularly renew a general mandate at each AGM.
2. Directors' resolution to allot. Passed by the board, it approves the application(s), allots the named shares at the stated price, authorises issuing the share certificate(s), updating the register of members, and lodging the return with ACRA.

If a valid general mandate is already in force, you can skip straight to the directors' resolution. If not — which is the usual case for a small Pte Ltd doing its first raise — you need both.

The process, end to end

A share allotment is a 5-step sequence. The resolutions are steps 2 and 3; doing them without steps 1, 4 and 5 leaves the issue legally incomplete.

1. Check the constitution and any shareholders' agreement for pre-emption rights. Singapore imposes no statutory pre-emption right on new share issues, and the ACRA Model Constitution does not contain one — so on the default constitution the directors can allot to whomever the mandate allows. Many companies, though, add an express pre-emption clause requiring new shares to be offered to existing members first, in proportion to their holdings, before they can go to an outsider. If your constitution or a shareholders' agreement has one, either follow the offer-round procedure or have the members waive it in writing before you allot.
2. Pass the members' ordinary resolution giving the directors the Section 161 mandate (Template A below) — unless a valid mandate already subsists.
3. Pass the directors' resolution allotting the shares to the named allottees (Template B below).
4. Issue the share certificate(s) and update the register of members. For a private company, ACRA maintains the electronic register of members (EROM); your allottee legally becomes a member when ACRA updates the EROM, not when the directors sign.
5. Lodge the Section 63 return of allotment on Bizfile within 14 days. Under Section 63 the shares are treated as issued on the date the return is lodged with ACRA — so this filing is the step that completes the allotment, not paperwork you do afterwards.

Free templates (copy + adapt)

Plain-text versions below — copy-paste into Word or Google Docs, adapt the bracketed fields, and have the right people sign.

Template A — members' ordinary resolution (Section 161 mandate)

[COMPANY NAME] PTE. LTD.
(UEN: [202312345A])

ORDINARY RESOLUTION OF THE MEMBERS
PASSED PURSUANT TO SECTION 161 OF THE COMPANIES ACT 1967
TO AUTHORISE THE DIRECTORS TO ALLOT AND ISSUE SHARES

Date: [DD Month YYYY]

The undersigned, being members of [Company Name] Pte. Ltd. ("the
Company") holding more than 50% of the total voting rights, record the
following resolution:

RESOLVED AS AN ORDINARY RESOLUTION THAT, pursuant to Section 161 of the
Companies Act 1967, the directors be and are hereby authorised to allot
and issue [N] new ordinary shares in the capital of the Company at an
issue price of SGD [amount] per share to [Allottee full name], such
authority to continue until the conclusion of the next annual general
meeting unless previously revoked or varied by the Company in general
meeting.

Signed:

_______________________
[Member 1 full name]
NRIC/Passport: [number]
Shareholding: [N] ordinary shares

Template B — directors' resolution to allot

[COMPANY NAME] PTE. LTD.
(UEN: [202312345A])

DIRECTORS' RESOLUTION TO ALLOT AND ISSUE SHARES

Date: [DD Month YYYY]

The directors, acting under the authority conferred by the members'
ordinary resolution dated [DD Month YYYY] and Section 161 of the
Companies Act 1967, RESOLVE THAT:

1. The application from [Allottee full name] for [N] ordinary shares at
   SGD [amount] per share be and is hereby accepted.

2. [N] ordinary shares be and are hereby allotted and issued to
   [Allottee full name], credited as fully paid on receipt of the sum
   of SGD [total].

3. The name of [Allottee full name] be entered in the Company's register
   of members in respect of those shares, and a share certificate be
   issued accordingly.

4. Any director be and is hereby authorised to lodge the return of
   allotment with the Accounting and Corporate Regulatory Authority
   (ACRA) via Bizfile within 14 days of this allotment, as required by
   Section 63 of the Companies Act 1967.

_______________________
[Director full name]
Director

Common mistakes that cause this to fail or backfire

1. Passing only a board resolution. Without the Section 161 members' mandate, the directors had no authority to allot. The allotment may still be valid against third parties, but the directors are exposed to liability — and a later investor's due diligence will flag it.
2. Treating the mandate as a special resolution. Section 161 needs an ordinary resolution — more than 50%. Demanding 75% can stall a raise that doesn't need to be stalled.
3. Skipping the pre-emption check. If the constitution gives existing members a right of first refusal, allotting to an outsider without offering them first (or getting a waiver) can make the issue voidable.
4. Thinking you must "increase the authorised capital" first. Singapore abolished authorised capital and par value in 2006. There is no separate authorised-capital step — you allot shares and your issued/paid-up capital rises accordingly.
5. Missing the 14-day Section 63 window. The return of allotment must reach ACRA within 14 days. Because the shares are treated as issued on the date the return is lodged, a late filing also delays when your new shareholder legally holds their shares — which matters for a financing round with a closing date.

When to use Helmself instead of the templates above

The templates above are fine for a one-off allotment where:

• A single, well-documented allottee is paying cash
• The 50% mandate threshold is comfortably met and there are no pre-emption complications
• You're comfortable adapting the wording and lodging the Section 63 return yourself

Helmself is built for the founder who does this repeatedly — a raise, an ESOP exercise, bringing in a co-founder — where each allotment drags the same two resolutions, a register update, and a 14-day filing behind it.

FAQ

Do I need a shareholders' resolution or just a board resolution to issue new shares? Both. Under Section 161 of the Companies Act 1967 the members must first authorise the directors to allot shares — a share-issue mandate passed as an ordinary resolution. The directors then pass a separate directors' resolution that actually allots the shares to the named allottees. A board resolution on its own is not enough, because the directors have no power to issue shares until the members give it to them.

Is a share allotment an ordinary resolution or a special resolution? The Section 161 mandate is an ordinary resolution — a simple majority. For the written resolution in Template A, that means members holding more than 50% of the total voting rights; at a general meeting, more than half of the votes cast. It is not a special resolution and does not need 75%, unless your company's constitution imposes a higher threshold. This is different from a company name change, which does require a 75% special resolution.

Do I have to offer the new shares to existing shareholders first? Not unless your own documents say so. Singapore has no statutory pre-emption right on new share issues, and the ACRA Model Constitution does not impose one — so on the default constitution you do not have to offer them around first. Many companies, though, add an express pre-emption clause to their constitution or shareholders' agreement, requiring new shares to be offered to existing members in proportion to their holdings before going to an outsider. Check both documents before you allot. If a pre-emption right applies, either run the offer round or have the members waive it in writing.

When are the new shares legally issued? On the date the Section 63 return of allotment is lodged with ACRA, when the electronic register of members is updated — not on the date the directors sign the resolution. For a private company, ACRA maintains the register of members, so your allottee becomes a member when ACRA updates it after you file the return.

What do I file with ACRA, and by when? A return of allotment under Section 63 of the Companies Act 1967, lodged through Bizfile within 14 days of the allotment. The return records the number of shares, the allottees, and the consideration. Late lodgement risks penalties and delays the point at which the shares are treated as issued.

Built by Helmself — Singapore corporate resolution wizard. SGD 79 / year per company. Currently only supporting Singapore-incorporated companies. Get started →