The Board Resolution To Increase Authorised Share Capital is a crucial corporate document used when a South African company needs to expand its potential to issue additional shares beyond its current authorized capital limits. This resolution is typically required when a company is planning for growth, preparing for a rights issue, implementing an employee share scheme, or structuring an acquisition using shares as consideration. The document must comply with the Companies Act 71 of 2008 and, where applicable, JSE Listings Requirements. It includes essential elements such as the current capital structure, the proposed increase, statutory compliance confirmations, and implementation authorities. The resolution forms part of the company's permanent records and must be filed with the Companies and Intellectual Property Commission (CIPC). For listed companies, additional regulatory notifications and compliance requirements apply. The resolution serves as evidence of proper corporate governance and is often required by external stakeholders such as banks, investors, or regulatory authorities.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Company Details: Full registered name of the company, registration number, and registered address
3. Meeting Details: Confirmation of proper notice, quorum present, and meeting validity
4. Attendance Record: List of directors present and absent, and any other attendees
5. Background: Current authorized share capital, reason for increase, and business justification
6. Resolutions: Specific details of the increase in authorized share capital, including number and class of shares
7. Statutory Compliance: Confirmation of compliance with Companies Act and MOI requirements
8. Implementation Authority: Authorization for specific officers to implement the resolution and file necessary documents
9. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
1. JSE Compliance Statement: Required only for listed companies - confirmation of compliance with JSE Listings Requirements
2. Financial Impact Statement: Optional section detailing the financial implications of the increase in authorized share capital
3. Shareholder Approval Reference: Required if shareholder approval is needed per the MOI or Companies Act
4. Related Party Interests: Required if any directors have personal interests in the share capital increase
5. Foreign Exchange Control Compliance: Required if the share capital increase involves foreign investment or shareholders
1. Current Share Capital Structure: Detailed breakdown of existing authorized and issued share capital
2. Proposed Share Capital Structure: Detailed breakdown of new authorized share capital structure after the increase
3. Board Meeting Attendance Register: Signed attendance register of all directors present at the meeting
4. Required Forms: Copies of CIPC forms required for filing the increase in authorized share capital
5. Supporting Documents: Any relevant supporting documentation such as financial statements or valuations
Relevant legal definitions
Act
Authorised Share Capital
Board
CIPC
Company
Directors
Effective Date
Existing Shares
Financial Year
Issued Share Capital
JSE
Meeting
Memorandum of Incorporation
New Shares
Ordinary Shares
Par Value
Preference Shares
Register
Registration Number
Resolution
Securities
Share Capital
Shareholders
Special Resolution
Unissued Shares
Authorised Share Capital
Board
CIPC
Company
Directors
Effective Date
Existing Shares
Financial Year
Issued Share Capital
JSE
Meeting
Memorandum of Incorporation
New Shares
Ordinary Shares
Par Value
Preference Shares
Register
Registration Number
Resolution
Securities
Share Capital
Shareholders
Special Resolution
Unissued Shares
Clauses
Meeting Constitution
Board Authority
Share Capital Increase
Share Classification
Statutory Compliance
Regulatory Filing
Implementation Authority
Director Interests
Financial Impact
Corporate Governance
Shareholder Rights
Registration and Filing
Document Execution
Record Keeping
Regulatory Notification
Share Certificate Issuance
Memorandum Amendment
Legal Compliance
Certification
Board Authority
Share Capital Increase
Share Classification
Statutory Compliance
Regulatory Filing
Implementation Authority
Director Interests
Financial Impact
Corporate Governance
Shareholder Rights
Registration and Filing
Document Execution
Record Keeping
Regulatory Notification
Share Certificate Issuance
Memorandum Amendment
Legal Compliance
Certification
Relevant Industries
Financial Services
Manufacturing
Mining
Technology
Retail
Healthcare
Real Estate
Telecommunications
Energy
Agriculture
Construction
Professional Services
Transport and Logistics
Consumer Goods
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Corporate Governance
Treasury
Board Secretariat
Investor Relations
Corporate Actions
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Corporate Governance Officer
Compliance Officer
Financial Manager
Board Chairman
Corporate Actions Officer
Securities Officer
Investment Relations Manager
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