An Allotment Of Shares Board Resolution is a crucial corporate document required whenever a South African company wishes to issue new shares to investors or existing shareholders. This resolution is mandated by the Companies Act 71 of 2008 and serves as official evidence of the board's decision to allot shares, ensuring compliance with legal requirements and proper corporate governance. The document is typically used during capital raising, employee share schemes, or strategic investor introductions. It must include specific details about the share issuance, such as share class, quantity, price, and recipient details, while also confirming compliance with the company's Memorandum of Incorporation and any applicable pre-emptive rights. For listed companies, additional requirements under the JSE Listings Requirements may apply. The resolution also serves as authorization for company officers to execute necessary documentation and update statutory records.
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1. Title and Company Details: Full legal name of the company, registration number, and date of the resolution
2. Present at Meeting: List of directors present and confirmation of quorum as per company's MOI
3. Chairperson: Identification of the chairperson of the meeting
4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
5. Background: Brief context explaining the reason for the share allotment
6. Review of Documents: List of documents reviewed by the board (e.g., share applications, MOI provisions)
7. Share Capital Status: Current authorized and issued share capital of the company
8. Main Resolution: Formal resolution to allot shares, including number, class, and price of shares
9. Payment Confirmation: Confirmation of receipt or arrangements for payment for shares
10. Authorization: Authority given to specific officers to execute necessary documents
11. Closure: Formal closure of the meeting and signature section
1. Share Premium: Required when shares are being issued at a premium, detailing the premium amount and treatment
2. Special Rights: Needed when the shares being allotted carry special rights or restrictions
3. Pre-emptive Rights Waiver: Required when existing shareholders have waived their pre-emptive rights
4. Foreign Ownership Declaration: Necessary when shares are being allotted to foreign investors
5. Exchange Control Approval: Required for transactions involving non-resident shareholders
6. Share Certificate Instructions: Specific instructions regarding the issuance of share certificates
1. Schedule A - Share Allotment Details: Detailed table showing allottee names, number of shares, share class, and consideration
2. Schedule B - Share Certificate Specimens: Specimens of share certificates to be issued
3. Appendix 1 - Supporting Documents: Copies of share applications, payment proof, and other relevant documents
4. Appendix 2 - Special Rights Terms: If applicable, detailed terms of any special rights attached to the shares
5. Appendix 3 - Shareholder Confirmations: Copies of existing shareholders' waivers or consents if required
Relevant legal definitions
Clauses
Meeting Constitution
Notice and Quorum
Share Capital Status
Share Allotment
Consideration
Payment Terms
Share Certificate Issuance
Director Authority
Regulatory Compliance
Document Execution
Record Keeping
Pre-emptive Rights
Share Rights and Restrictions
Exchange Control
Administrative Actions
Professional Advisors
Implementation Authority
Notice and Quorum
Share Capital Status
Share Allotment
Consideration
Payment Terms
Share Certificate Issuance
Director Authority
Regulatory Compliance
Document Execution
Record Keeping
Pre-emptive Rights
Share Rights and Restrictions
Exchange Control
Administrative Actions
Professional Advisors
Implementation Authority
Relevant Industries
Financial Services
Technology
Manufacturing
Mining
Retail
Professional Services
Real Estate
Healthcare
Energy
Telecommunications
Agriculture
Construction
Transportation
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Treasury
Share Registry
Investor Relations
Board Secretariat
Corporate Actions
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Compliance Officer
Financial Director
Corporate Actions Manager
Share Registry Manager
Investment Relations Officer
Board Chairman
Corporate Secretary
Legal Director
Finance Manager
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