Board Resolution To Transfer Shares for South Africa

Board Resolution To Transfer Shares Template for South Africa

A Board Resolution to Transfer Shares is a formal corporate document used in South Africa to record and authorize the transfer of company shares from one party to another. The document must comply with the South African Companies Act 71 of 2008 and demonstrate proper corporate governance procedures. It includes specific details about the share transfer, such as the number and class of shares, the parties involved, and any conditions attached to the transfer. The resolution serves as evidence of the board's approval and provides authorization for the necessary documentation to be executed.

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What is a Board Resolution To Transfer Shares?

A Board Resolution To Transfer Shares is a crucial corporate governance document required under South African law when implementing share transfers between parties. It is used when a company's shares need to be transferred from one shareholder to another, whether through sale, gift, or other arrangement. The document must comply with the Companies Act 71 of 2008 and the company's Memorandum of Incorporation, and typically includes details of the board meeting, the specific resolution approving the transfer, share transfer particulars, and necessary authorizations. It serves as official evidence of board approval and is often required by regulatory bodies, banks, and other stakeholders to demonstrate proper corporate governance and valid authorization of the share transfer.

What sections should be included in a Board Resolution To Transfer Shares?

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. Directors Present: List of directors present at the meeting and those absent with or without apology

5. Chairperson: Identification of the chairperson of the meeting

6. Background: Brief context of the proposed share transfer and reason for the resolution

7. Share Transfer Details: Specific details of the shares being transferred, including number, class, and parties involved

8. Resolution: The formal resolution text approving the transfer of shares

9. Authorization: Authorization for specific officers to execute necessary documents

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

What sections are optional to include in a Board Resolution To Transfer Shares?

1. Conditions Precedent: Any conditions that must be met before the transfer becomes effective - include when there are specific requirements to be fulfilled

2. Related Party Provisions: Special provisions if the transfer involves related parties - include when dealing with connected persons

3. B-BBEE Considerations: Impact on and compliance with B-BBEE requirements - include when transfer affects B-BBEE status

4. Regulatory Approvals: Reference to required regulatory approvals - include when specific regulatory clearance is needed

5. Waiver of Pre-emptive Rights: Confirmation of waiver of pre-emptive rights by other shareholders - include when applicable under MOI

What schedules should be included in a Board Resolution To Transfer Shares?

1. Share Transfer Details Schedule: Detailed breakdown of the shares being transferred, including share certificate numbers and consideration

2. Shareholder Information: Updated shareholding structure before and after the transfer

3. Required Consents: Copies of any required third-party or regulatory consents

4. Transfer Documentation: Forms and documents required to effect the transfer (e.g., share transfer forms)

5. Supporting Documents: Relevant excerpts from MOI, shareholders' agreement, or other governing documents affecting the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Professional Services

Real Estate

Agriculture

Healthcare

Energy

Telecommunications

Construction

Transport and Logistics

Education

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Executive Management

Board of Directors

Administrative

Risk Management

Corporate Affairs

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Managing Director

Financial Director

Corporate Governance Officer

Share Transfer Secretary

Legal Administrator

Board Chairman

Company Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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