A Board Resolution Approving Sale Of Shares is a crucial corporate governance document required under South African law whenever shares in a company are being transferred between parties. It demonstrates compliance with the Companies Act 71 of 2008 and ensures proper authorization of share transfers by the company's board of directors. This document is typically required by the company's share transfer secretary, legal representatives, and relevant regulatory bodies as evidence that the share transfer has been properly approved at board level. It should contain specific details about the transfer, including the number and class of shares, the parties involved, and the consideration being paid. The resolution may also need to address additional requirements if the company is listed on the JSE or if there are B-BBEE considerations to be taken into account.
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1. Company Details: Full legal name and registration number of the company
2. Date and Venue: Date, time, and place of the board meeting
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairperson: Confirmation of who chaired the meeting
5. Notice and Quorum: Confirmation that proper notice was given and quorum was present
6. Background: Context of the proposed share sale including current shareholding structure
7. Purpose: Clear statement of the purpose to consider and approve the sale of shares
8. Sale Details: Specific details of the proposed share sale including number of shares, price, and parties
9. Resolutions: Formal resolutions approving the sale and authorizing specific actions
10. Authorization: Authorization of specific individuals to execute documents and take necessary actions
11. Closure: Formal closing of the meeting and signature requirements
1. JSE Compliance Statement: Required for listed companies to confirm compliance with JSE Listing Requirements
2. B-BBEE Impact: Assessment of how the share transfer affects B-BBEE status, if relevant
3. Competition Law Compliance: Statement regarding competition law requirements if the transaction size warrants it
4. Related Party Provisions: Special provisions if the sale involves related parties
5. Conditions Precedent: Any conditions that must be met before the share transfer can proceed
6. Share Transfer Restrictions: Reference to any existing shareholders' agreement or MOI restrictions on share transfers
1. Schedule A - Share Details: Detailed description of the shares being sold including class, rights, and certificate numbers
2. Schedule B - Parties to the Transaction: Details of the seller(s) and purchaser(s) of the shares
3. Schedule C - Pricing Schedule: Detailed breakdown of the share price and payment terms
4. Schedule D - Current Shareholding Structure: Current shareholding structure and how it will change post-transaction
5. Appendix 1 - Supporting Documents: List of supporting documents such as valuation reports or legal opinions
6. Appendix 2 - Required Regulatory Approvals: List of required regulatory approvals and their status
Relevant legal definitions
Clauses
Meeting Constitution
Quorum Confirmation
Notice Compliance
Share Transfer Approval
Transaction Details
Price Approval
Payment Terms
Regulatory Compliance
Directors' Authority
Execution Authorization
Document Signing
Legal Compliance
Corporate Governance
Share Certificate Issuance
Record Keeping
Board Confirmation
Quorum Confirmation
Notice Compliance
Share Transfer Approval
Transaction Details
Price Approval
Payment Terms
Regulatory Compliance
Directors' Authority
Execution Authorization
Document Signing
Legal Compliance
Corporate Governance
Share Certificate Issuance
Record Keeping
Board Confirmation
Relevant Industries
Financial Services
Manufacturing
Mining
Technology
Retail
Healthcare
Real Estate
Telecommunications
Energy
Agriculture
Professional Services
Transportation
Construction
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Board Secretariat
Compliance
Executive Management
Share Registry
Corporate Affairs
Risk Management
Finance
Company Secretariat
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Chief Financial Officer
Compliance Officer
Legal Director
Share Transfer Secretary
Corporate Attorney
Board Chairman
Executive Director
Non-Executive Director
Company Director
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