A Board Resolution For Acquisition of Shares is a crucial corporate governance document required under South African law when a company intends to acquire shares. This document is essential for compliance with the Companies Act 71 of 2008 and demonstrates proper corporate governance procedures. It is typically used when a company plans to acquire shares in another company, buy back its own shares, or participate in a corporate restructuring involving share transfers. The resolution must include specific details about the transaction, confirm compliance with solvency and liquidity tests, and provide necessary authorizations for executing the acquisition. It serves as evidence of proper board approval and is often required by regulatory authorities, banks, and other stakeholders as proof of valid corporate action. The document must be drafted in accordance with South African legal requirements and the company's Memorandum of Incorporation.
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1. Header Information: Company name, registration number, and date of resolution
2. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
3. Attendance: List of directors present and absent
4. Chairperson: Identification of the chairperson of the meeting
5. Background: Overview of the proposed share acquisition, including reason for the acquisition
6. Share Details: Specific details of shares to be acquired, including number, class, and price
7. Seller Information: Details of the party/parties from whom shares are being acquired
8. Financial Considerations: Confirmation of company's ability to meet solvency and liquidity requirements
9. Resolutions: The actual resolutions being passed, numbered sequentially
10. Authority: Authorization for specific officers to execute necessary documents
11. Closure: Certification of the resolution and signature requirements
1. Related Party Disclosures: Required if the acquisition involves related parties, disclosing nature of relationships and conflicts of interest
2. Competition Authority Approval: Include if the acquisition requires competition authority notification or approval
3. Exchange Control Provisions: Required if the transaction involves foreign shareholders or cross-border elements
4. JSE Requirements: Include if the company is listed or the transaction affects listed securities
5. Financing Arrangements: Include if specific financing arrangements need board approval
6. Share Transfer Restrictions: Required if there are pre-emptive rights or other transfer restrictions to be addressed
1. Share Purchase Agreement: Draft or final agreement for the acquisition of shares
2. Valuation Report: If applicable, summary or full report of share valuation
3. Financial Statements: Relevant financial statements supporting solvency and liquidity test
4. Shareholder Approval: If required, evidence of shareholder approval or waiver of pre-emptive rights
5. Legal Opinion: If obtained, legal opinion confirming transaction compliance
6. Register of Directors' Interests: If related party transaction, register showing directors' interests
Relevant legal definitions
Clauses
Meeting Constitution
Quorum Confirmation
Purpose of Resolution
Background and Context
Share Details
Purchase Consideration
Statutory Compliance
Solvency and Liquidity Declaration
Transaction Approvals
Authority to Execute
Related Party Disclosure
Regulatory Compliance
Financial Arrangements
Competition Law Compliance
Exchange Control Requirements
Conditions Precedent
Implementation Authority
Document Authorization
Certification
Quorum Confirmation
Purpose of Resolution
Background and Context
Share Details
Purchase Consideration
Statutory Compliance
Solvency and Liquidity Declaration
Transaction Approvals
Authority to Execute
Related Party Disclosure
Regulatory Compliance
Financial Arrangements
Competition Law Compliance
Exchange Control Requirements
Conditions Precedent
Implementation Authority
Document Authorization
Certification
Relevant Industries
Financial Services
Mining
Manufacturing
Technology
Retail
Healthcare
Real Estate
Telecommunications
Energy
Professional Services
Agriculture
Construction
Transportation
Education
Relevant Teams
Legal
Corporate Secretariat
Board Office
Compliance
Finance
Corporate Development
Mergers and Acquisitions
Investment
Risk Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Attorney
Board Director
Managing Director
Financial Director
Compliance Officer
Corporate Governance Officer
Transaction Manager
Investment Officer
Board Chairman
Executive Director
Non-Executive Director
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