The short answer
- A directors' resolution in writing (DRIW) is valid if the constitution allows it and the required directors sign. No meeting is held.
- A board meeting is where directors deliberate. It is the better evidence that control and management is exercised in Singapore.
- Use written resolutions for routine and urgent matters. Keep strategic decisions for meetings, ideally in Singapore.
- To move fast without a quarterly meeting: a delegation of authority, ad hoc meetings, and committees.
The difference
| Board meeting | Directors' resolution in writing | |
|---|---|---|
| How it works | Directors meet (in person or, if the constitution allows, by video), discuss and vote | A written resolution is circulated and signed, often electronically. No discussion is recorded |
| Who must agree | A majority of those present, with a quorum | As the constitution says: some require every director, others a majority. Check yours |
| Speed | Needs notice and a quorum | As fast as signatures come back |
| What it proves | Deliberation, and where it happened | Only that directors agreed, and where each was when signing |
| Best for | Strategy, budgets, financing, acquisitions, dividends, senior hires | Routine approvals, administrative changes, urgent matters already discussed |
Shareholders have their own written resolution route under section 184A of the Companies Act: an ordinary resolution needs a majority of total voting rights, and a special resolution at least 75%.
Can it wait for the quarterly board meeting?
Ask three questions.
- Is it strategic? If it changes direction, commits significant money or creates long-term obligations, it deserves a meeting.
- Is it time-critical? If waiting loses the deal or breaches a deadline, call an ad hoc meeting, not a written resolution, where you can.
- Is it already delegated? If the board has delegated it, management can act without the board at all.
Fast decisions that keep substance
- A delegation of authority matrix. The board approves, once, who can decide what and up to what amount. A Singapore-based director or manager then acts within it. Fastest, and the strongest substance evidence.
- Ad hoc board meetings. Short, focused, called on short notice if the constitution allows. Hold them in Singapore with a quorum present when the matter is strategic.
- Board committees. An investment or finance committee, with Singapore-based members, for recurring decisions.
- Written resolutions for genuinely routine matters, ideally signed by directors in Singapore.
The POEM angle. A string of written resolutions signed by directors sitting in India is a paper trail showing decisions are made in India. It undermines the certificate of residence in Singapore and invites a POEM review in India. Read POEM and substance.
Good practice
- Check the constitution: written resolutions, video meetings, notice periods and quorum
- Adopt a delegation of authority at the first board meeting
- Fix a calendar of quarterly meetings in Singapore for the year
- Record where each director was when attending or signing
- Keep written resolutions to routine or pre-discussed matters
A sample delegation of authority
Every company's matrix is different, but the shape is usually similar. The amounts below are illustrations for a small operating company, not recommendations.
| Decision | Who decides | Limit |
|---|---|---|
| Routine supplier payments within budget | Finance manager, with a second approver | Up to S$20,000 each |
| Payments outside budget, new contracts | Singapore-based director or CEO | Up to S$100,000 |
| Hiring within the approved headcount | CEO | Within budget |
| Annual budget, borrowing, new bank accounts | Board | Any amount |
| Acquisitions, new subsidiaries, dividends | Board, at a meeting | Any amount |
| Changes to share capital, constitution | Shareholders, on board recommendation | Any amount |
Two features matter more than the numbers. The people with authority should be in Singapore, and the matrix should be approved by the board and minuted. A matrix that exists only in an email is weak evidence of anything.
Minutes that do their job
Good minutes record who attended and from where, the papers considered, the points discussed and the decision. They do not need to be long. Three lines on why the board approved a budget, with a list of attendees showing a quorum in Singapore, carry more weight than a page of boilerplate.
Questions people ask
What is a DRIW?
A directors' resolution in writing: a resolution circulated and signed by the directors without a meeting. It is valid if the constitution allows it and the required number of directors sign.
When should we hold a board meeting instead?
For strategic matters such as budgets, financing, acquisitions, dividends and senior hires. Meetings show deliberation, and where it happened.
How can we decide fast without waiting for the quarterly board?
Adopt a delegation of authority so a Singapore-based director or manager can act within limits, call short ad hoc meetings for urgent strategic matters, and keep written resolutions for routine items.
Talk it through with an adviser
Tell us your structure and deadlines. We reply with what applies to you and a fixed-fee proposal.
Sources
- CBDT Circular 6 of 2017, POEM guiding principles (reproduced) (secondary source)
- IRAS: Applying for a certificate of residence
- ACRA: Submitting your application to set up a local company
General information only, last reviewed 11 November 2026. It is not advice for your situation. Laws and practice change, and the official sources linked above prevail. Speak to a qualified adviser before you act. Northwise does not file with Indian authorities; India-side work is done by independent licensed firms.
