Board Resolution Change Of Directors for South Africa

Board Resolution Change Of Directors Template for South Africa

A Board Resolution for Change of Directors is a formal document under South African company law that records the decisions made by a company's board of directors regarding changes in the board's composition. The document must comply with the Companies Act 71 of 2008 and follow CIPC requirements. It includes details of the meeting where the resolution was passed, specifics about incoming and outgoing directors, and necessary authorizations for filing the changes with regulatory authorities. The resolution serves as official evidence of the board's decision and forms part of the company's statutory records.

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What is a Board Resolution Change Of Directors?

A Board Resolution Change Of Directors is a crucial corporate governance document required under South African law whenever there are changes to a company's board composition. This document is essential for compliance with the Companies Act 71 of 2008 and must be filed with the Companies and Intellectual Property Commission (CIPC). It is used when appointing new directors, accepting resignations, or removing directors from their positions. The resolution must include specific details such as the date of the board meeting, quorum confirmation, director details, and effective dates of changes. It forms part of the company's permanent records and is often required by banks, regulatory bodies, and other institutions as evidence of proper corporate governance procedures. The document must align with the company's Memorandum of Incorporation (MOI) and may require additional supporting documentation for CIPC filing.

What sections should be included in a Board Resolution Change Of Directors?

1. Company Details: Full registered name of the company, registration number, and registered address

2. Meeting Details: Date, time, location/mode of meeting, and confirmation of quorum

3. Attendance: List of directors present and absent, noting 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 director changes

6. Resolutions: Formal resolutions regarding the resignation/removal and/or appointment of directors

7. Director Details: Full names, ID numbers, and addresses of incoming and/or outgoing directors

8. Effective Date: Specification of when the changes take effect

9. Authorization: Authority given to company secretary or designated person to file necessary forms with CIPC

10. Closure: Formal closing of the meeting and signature section

What sections are optional to include in a Board Resolution Change Of Directors?

1. Additional Appointments: Section for multiple director appointments, including specific roles like executive/non-executive directors

2. Bank Signatory Changes: Required when banking mandates need to be updated due to director changes

3. Committee Appointments: Used when new directors are also being appointed to board committees

4. Indemnification: Optional section regarding the indemnification of outgoing directors

5. Share Transfer Provisions: Required if the director change involves transfer of shares

6. Regulatory Notifications: Special requirements for regulated industries (e.g., financial services)

What schedules should be included in a Board Resolution Change Of Directors?

1. Appendix A - Director Information: Detailed information about new directors including qualifications and consent forms

2. Appendix B - Resignation Letters: Copies of resignation letters from outgoing directors

3. Schedule 1 - CIPC Forms: Completed CoR39 forms for filing with CIPC

4. Schedule 2 - Identity Documents: Certified copies of ID documents for new directors

5. Schedule 3 - Supporting Documents: Additional documentation such as police clearance or proof of address

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Mining

Healthcare

Education

Professional Services

Real Estate

Construction

Agriculture

Telecommunications

Energy

Transportation

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Corporate Affairs

Risk Management

Executive Office

Administrative Support

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Governance Officer

Board Chairman

Non-Executive Director

Executive Director

Compliance Officer

Chief Financial Officer

Corporate Affairs Manager

Legal Administrator

Risk Officer

Company Director

Board Member

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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