A Board Resolution For Issue of Shares is a crucial corporate governance document used when a South African company decides to increase its share capital by issuing new shares. This document is required under the Companies Act 71 of 2008 and must be properly executed before any share issuance can take place. The resolution typically follows a board meeting where the decision to issue shares is made and includes essential details such as the number of shares, class of shares, issue price, and identity of subscribers. It forms part of the company's official records and may be required by various stakeholders including the Companies and Intellectual Property Commission (CIPC), JSE (for listed companies), and financial institutions. The document serves as evidence of proper corporate governance and compliance with statutory requirements.
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1. Header Information: Company details, registration number, date and venue of meeting
2. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met
3. Chairperson: Appointment/confirmation of the chairperson for the meeting
4. Background: Context and reasons for the proposed share issuance
5. Share Issuance Details: Specific details of shares to be issued including class, number, and price
6. Authority and Compliance: Confirmation of board's authority and compliance with Companies Act and MOI
7. Resolution: The formal resolution(s) being passed regarding the share issuance
8. Implementation: Authorization for specific officers to implement the resolution
9. Closure: Formal closing of the meeting
10. Signatures: Space for required signatures of directors/company secretary
1. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights need to be addressed
2. Exchange Control Provisions: Required when shares are being issued to foreign investors
3. JSE Compliance Statement: Required for listed companies to confirm compliance with listing requirements
4. Share Certificate Instructions: Specific instructions regarding the issuance of physical share certificates if required
5. Related Party Provisions: Required when the share issue involves related parties
6. Consideration Details: Required when shares are issued for non-cash consideration
1. Schedule 1: Share Issuance Details: Detailed breakdown of share numbers, classes, prices, and recipients
2. Schedule 2: Shareholder Information: List of participating shareholders and their allocations
3. Schedule 3: Required Regulatory Forms: Copies of required CIPC forms or other regulatory documentation
4. Appendix A: Board Pack: Supporting documents presented to the board including financial information
5. Appendix B: Legal Opinions: Any legal opinions obtained regarding the share issuance
6. Appendix C: Valuation Reports: If applicable, reports supporting the share price determination
Relevant legal definitions
Act
Board
Company
Companies Act
CIPC
Directors
Issue Price
JSE
Meeting
MOI
New Shares
Ordinary Shares
Rand
Register
Resolution
Securities
Share Capital
Shareholders
Subscription Agreement
Subscription Price
Share Certificate
Transfer Secretary
Voting Rights
Business Day
Authorized Shares
Issued Shares
Board
Company
Companies Act
CIPC
Directors
Issue Price
JSE
Meeting
MOI
New Shares
Ordinary Shares
Rand
Register
Resolution
Securities
Share Capital
Shareholders
Subscription Agreement
Subscription Price
Share Certificate
Transfer Secretary
Voting Rights
Business Day
Authorized Shares
Issued Shares
Clauses
Meeting Constitution
Authority and Powers
Share Capital
Share Issuance
Price Determination
Regulatory Compliance
Pre-emptive Rights
Implementation Authority
Document Authentication
Record Keeping
Share Certificates
Registration Requirements
Exchange Control
JSE Compliance
Directors' Interests
Solvency and Liquidity
Financial Assistance
Consideration
Administrative Powers
Certification
Authority and Powers
Share Capital
Share Issuance
Price Determination
Regulatory Compliance
Pre-emptive Rights
Implementation Authority
Document Authentication
Record Keeping
Share Certificates
Registration Requirements
Exchange Control
JSE Compliance
Directors' Interests
Solvency and Liquidity
Financial Assistance
Consideration
Administrative Powers
Certification
Relevant Industries
Financial Services
Mining
Manufacturing
Technology
Retail
Healthcare
Real Estate
Telecommunications
Energy
Agriculture
Professional Services
Transportation
Construction
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Board Secretariat
Treasury
Investor Relations
Risk Management
Corporate Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Compliance Officer
Financial Director
Corporate Attorney
Investment Relations Manager
Share Transfer Secretary
Board Chairman
Executive Director
Non-Executive Director
Chief Legal Officer
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