Board Resolution Appointing Corporate Secretary Template for South Africa
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What is a Board Resolution Appointing Corporate Secretary?
The Board Resolution Appointing Corporate Secretary is a crucial governance document required under South African corporate law. It is typically used when a company needs to formally appoint a new Company Secretary, whether due to resignation of the previous incumbent, corporate restructuring, or initial appointment. The resolution must comply with the Companies Act 71 of 2008, particularly Sections 86-89, and for listed companies, the JSE Listings Requirements. The document serves multiple purposes: it records the board's decision, confirms the appointee's qualifications and compliance with legal requirements, establishes the scope of authority, and provides the basis for regulatory filings with CIPC. It's essential for demonstrating good corporate governance and maintaining proper company records.
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About the Board Resolution Appointing Corporate Secretary
A Board Resolution Appointing Corporate Secretary is a formal document that records your board's decision to appoint a Company Secretary, as required under South African corporate law. This resolution serves as official proof of the appointment and ensures compliance with the Companies Act 71 of 2008, which mandates that public companies and state-owned companies must have a Company Secretary.
When do you need this document?
You need this resolution whenever your company appoints a new Company Secretary, whether it's an initial appointment for a newly incorporated company, replacing a departing secretary, or appointing an interim secretary during a transition period. Listed companies on the JSE must ensure continuous compliance with Listings Requirements, making prompt appointment resolutions critical. The resolution is also required when restructuring corporate governance arrangements or when CIPC requests proof of current Company Secretary details during compliance audits.
Key legal considerations
The resolution must clearly establish the board's authority to make the appointment under your company's Memorandum of Incorporation and the Companies Act. You must confirm that the appointee meets the qualification requirements under Section 87, including holding appropriate qualifications or having relevant experience. The resolution should specify the scope of the Company Secretary's duties, reporting lines, and any limitations on authority. For listed companies, ensure the appointee meets JSE competency requirements and independence criteria. Include provisions for indemnification and professional insurance coverage, as Company Secretaries face significant legal responsibilities under the King IV governance principles.
Legal requirements in South Africa
Under Section 86 of the Companies Act 71 of 2008, public companies and state-owned companies must appoint a Company Secretary within 40 business days of incorporation or the previous secretary's departure. The appointee must not be a director and must satisfy the qualifications in Section 87, including holding a legal or related qualification, or having relevant experience as determined by the board. You must file Form CoR39 with CIPC within 10 business days of the appointment, accompanied by the required filing fee and consent letter from the appointee. Listed companies must also notify the JSE and ensure compliance with Section 3.84(h) of the Listings Requirements regarding competence and qualifications. The resolution must be recorded in the company's minute book and be available for inspection by shareholders and regulatory authorities.
GOVERNING LAW
Applicable law
This Board Resolution Appointing Corporate Secretary is drafted to comply with South Africa law. Key legislation includes:
King IV Report on Corporate Governance: While not legislation, this is a crucial governance code that provides principles for corporate governance in South Africa. Principle 10 specifically addresses the appointment and duties of the Company Secretary.
JSE Listings Requirements: For listed companies, these requirements provide additional obligations regarding Company Secretary appointments and qualifications. Section 3.84(h) requires that the board must consider and satisfy itself on the competence, qualifications and experience of the company secretary.
Financial Markets Act 19 of 2012: Relevant for listed companies, this Act contains provisions that may affect the duties of a Company Secretary, particularly regarding corporate governance and compliance requirements.
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