A Board Resolution For Subscription Of Shares is a critical corporate document used in South Africa when a company's board of directors approves the issuance of new shares to investors or existing shareholders. This document is essential for compliance with the Companies Act 71 of 2008 and must be properly executed to ensure the validity of the share issuance. It typically follows a formal board meeting where the proposed share subscription is discussed and approved. The resolution should contain specific details about the share issuance, including the number and class of shares, price, subscriber details, and any conditions attached to the subscription. For listed companies, additional requirements under the JSE Listing Requirements must be considered. The document forms part of the company's permanent records and may be required by various stakeholders, including regulators, auditors, and potential investors.

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

3. Background: Context of the share subscription, including reason for issuance and company's authority to issue

4. Definitions: Key terms used in the resolution

5. Share Details: Specific details of shares to be issued including class, number, and price

6. Subscriber Details: Information about the party/parties subscribing for the shares

7. Board Considerations: Statement of the board's consideration of relevant factors and determination that the issuance is in the company's best interests

8. Resolutions: The formal resolutions being passed, including approval of share issuance and related actions

9. Authorization: Authorization for specific officers to execute necessary documents and take required actions

10. Certification: Certification by the company secretary or authorized officer that the resolution was duly passed