A challenged director appointment and a changed bank mandate need coordinated but separate reviews. Preserve the appointment documents and banking instructions, identify the disputed step and obtain advice on current authority before issuing further instructions. Do not silently replace records to make the files agree.
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Establish what is being challenged
Ask whether the objection concerns eligibility, consent, a nomination right, meeting notice, voting, a resolution or the effective date. Obtain the current constitution and relevant shareholders’ agreement. Our guide to changing a director provides the wider appointment and cessation context.
Prepare a chronology showing the proposed appointment, approvals, consents, filing and bank mandate submission. Distinguish the date a document was signed from the date it states an appointment took effect. Keep original versions and explain inconsistencies rather than altering dates.
Compare the corporate and bank authority documents
Read the bank’s actual mandate requirements alongside the resolutions supplied. Who was authorised to approve the mandate? Who could sign instructions? Were single or joint signatures required? Has the bank confirmed processing, or does your file contain only a submitted form?
A person’s shareholding, nomination rights, board office and bank access should not be treated as interchangeable. Our guide to a shareholder’s proposed director appointment explains the need to complete the corporate steps separately.
Tell the bank what is known and what remains disputed
Contact the bank through a verified channel and ask about its process for a disputed authority position. Provide accurate documents through the approved route. Do not state that a court has invalidated an appointment unless that has occurred, or promise that the bank must freeze or restore access on request.
For example, a new director is added as a signatory, then another shareholder alleges the appointment meeting lacked the required notice. The secretary should assemble the meeting evidence and obtain advice. Re-uploading a cleaner resolution does not answer the original objection.
Use a controlled response plan
- Preserve the constitution, notices, attendance, voting and signed approvals.
- Retain consent, filing acknowledgement and the bank mandate packet.
- List payments and instructions made after the disputed change.
- Identify urgent payroll or creditor obligations for separate review.
- Record advice, decisions and any properly authorised corrective steps.
ACRA’s officer appointment guidance should be checked for the applicable appointment and filing requirements. A disagreement over the underlying appointment requires examination of the actual corporate documents and facts, not only a comparison of database entries.
Should staff stop every business payment?
Do not improvise a blanket solution. Escalate urgent payments, disputed authority and bank restrictions to the appropriate decision-makers and advisers. Document the proposed route and obtain the necessary bank confirmation. Where directors or shareholders disagree, RCS can organise the corporate record file and refer the legal dispute for review.
For related company questions, see our corporate records and compliance guides.
Get help with director appointment and bank authority records
For accounting, tax or corporate records support, email [email protected] or WhatsApp +65 8501 7133. Tell us which company is involved, what has happened and the next deadline. We can help organise the records and coordinate the appropriate specialist review.
Willie Tan, Raffles Corporate Services