A Board Resolution For Cancellation of Shares is a crucial corporate governance document used in South African companies when implementing changes to their share capital structure. This document becomes necessary in various scenarios, such as share buybacks, cancellation of treasury shares, or compliance with court orders. It must strictly adhere to the requirements of the Companies Act 71 of 2008 and, where applicable, the JSE Listings Requirements for public companies. The resolution includes essential details about the shares being cancelled, confirms compliance with legal requirements including solvency and liquidity tests, and provides authorization for implementation. It serves as an official record of the board's decision and forms part of the company's statutory documents that must be maintained and filed with relevant authorities.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full registered name of the company, registration number, and registered address
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairperson: Appointment/confirmation of the chairperson for the meeting
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met
6. Background: Brief description of the reason for share cancellation and relevant background information
7. Resolutions: Specific resolutions regarding the share cancellation, including number and class of shares, consideration (if any), and effective date
8. Authority: Confirmation of board's authority to cancel shares under the company's MOI and Companies Act
9. Compliance Statement: Statement confirming compliance with relevant sections of the Companies Act and solvency/liquidity test if applicable
10. Implementation: Authorization for officers to take necessary actions to implement the resolution
11. Closure: Formal closing of the meeting and signature section
1. Share Buyback Details: Required when cancellation is part of a share buyback program, including price and terms
2. Court Order Reference: Required when cancellation is pursuant to a court order
3. Treasury Share Details: Required when cancelling treasury shares held by the company
4. JSE Requirements: Required for listed companies, including reference to JSE Listings Requirements compliance
5. Tax Considerations: When specific tax implications need to be acknowledged
6. Shareholder Approval Reference: When shareholder approval has been obtained or is required
1. Schedule A - Share Details: Detailed list of shares to be cancelled, including share certificate numbers, shareholder details, and class of shares
2. Schedule B - Solvency and Liquidity Test: Details of the solvency and liquidity test results if share cancellation involves payment
3. Appendix 1 - Supporting Documents: Copies of relevant supporting documents (e.g., share certificates, court orders, shareholder approvals)
4. Appendix 2 - Financial Statements: Recent financial statements or management accounts supporting the solvency and liquidity test
5. Appendix 3 - Notice of Meeting: Copy of the notice given to directors for the board meeting
Relevant legal definitions
Clauses
Recitals
Quorum Confirmation
Authority
Share Identification
Consideration
Statutory Compliance
Solvency and Liquidity
Implementation Authority
Record Keeping
Regulatory Notification
Directors' Confirmation
Share Certificate Cancellation
Register Updates
Document Filing
Officer Authorization
Execution
Quorum Confirmation
Authority
Share Identification
Consideration
Statutory Compliance
Solvency and Liquidity
Implementation Authority
Record Keeping
Regulatory Notification
Directors' Confirmation
Share Certificate Cancellation
Register Updates
Document Filing
Officer Authorization
Execution
Relevant Industries
Financial Services
Banking
Insurance
Mining
Manufacturing
Retail
Technology
Healthcare
Real Estate
Telecommunications
Energy
Agriculture
Professional Services
Construction
Transportation
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Finance
Compliance
Corporate Actions
Board Secretariat
Treasury
Share Registry
Corporate Finance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Director
Corporate Governance Officer
Board Director
Chairman of the Board
Financial Director
Corporate Attorney
Compliance Officer
Share Transfer Secretary
Corporate Actions Manager
Group Company Secretary
Legal Counsel
Corporate Finance Manager
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