A Company Resolution Document is a crucial corporate governance tool used in South African business operations, regulated under the Companies Act 71 of 2008 and related legislation. This document type is essential for recording and formalizing company decisions, whether they are routine operational matters or significant strategic changes. It serves multiple purposes, including satisfying regulatory requirements, providing evidence of proper corporate governance, and creating a legal audit trail of company decisions. The document must include specific elements such as the company's details, meeting information, resolution text, and appropriate authorizations. It may be required for various corporate actions, from opening bank accounts to major structural changes, and often needs to be submitted to regulatory bodies, banks, or other third parties as proof of corporate authorization.
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1. Title and Company Details: Full legal name of the company, registration number, and type of resolution (board/shareholder, ordinary/special)
2. Date and Venue: Date, time, and location of the meeting where the resolution was passed, or indication if done by round robin
3. Attendance and Quorum: List of directors/shareholders present, confirmation of quorum requirements being met
4. Background: Context and reasons for the resolution, including any relevant historical information or previous decisions
5. Definitions: Definitions of key terms used in the resolution
6. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple resolutions
7. Voting Results: Record of how the vote was conducted and the outcome
8. Authorization: Authorization for specific individuals to implement the resolution and execute any necessary documents
9. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
1. Notice and Waiver: Required when normal notice periods were not observed, including written waivers from all participants
2. Conflicts of Interest: Required when any director/shareholder has declared a conflict of interest in the matter
3. Legal Opinion Reference: Include when the resolution was based on specific legal advice received
4. Financial Impact Statement: Required for resolutions with significant financial implications
5. B-BBEE Impact: Required when the resolution affects the company's B-BBEE status
6. Regulatory Compliance Statement: Include when the resolution requires specific regulatory approvals or notifications
1. Register of Attendees: Detailed list of all attendees with their capacities and shareholding/voting rights
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, financial statements)
3. Proxy Forms: Copies of proxy forms where applicable
4. Legal Opinions: Copies of any legal opinions relied upon
5. Previous Resolutions: Copies of previous resolutions referenced in the current resolution
6. Financial Statements or Reports: Any financial documentation relevant to the resolution
Relevant legal definitions
Act
Board
Chairman
Company
Companies Act
Constitution
Director
Electronic Communication
Financial Year
Independent Director
JSE
Meeting
Member
Memorandum of Incorporation
Ordinary Resolution
Present
Proxy
Quorum
Register
Resolution
Round Robin Resolution
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Trading Day
Virtual Meeting
Voting Rights
Written Resolution
Board
Chairman
Company
Companies Act
Constitution
Director
Electronic Communication
Financial Year
Independent Director
JSE
Meeting
Member
Memorandum of Incorporation
Ordinary Resolution
Present
Proxy
Quorum
Register
Resolution
Round Robin Resolution
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Trading Day
Virtual Meeting
Voting Rights
Written Resolution
Clauses
Meeting Details
Quorum Confirmation
Notice Compliance
Resolution Purpose
Authority
Decision Making
Voting Rights
Implementation Powers
Financial Authorization
Document Execution
Corporate Actions
Regulatory Compliance
Director Powers
Share Capital
Company Structure
Asset Disposal
Appointment and Removal
Constitutional Amendment
Legal Compliance
Certification
Authentication
Electronic Communication
Record Keeping
Effective Date
Quorum Confirmation
Notice Compliance
Resolution Purpose
Authority
Decision Making
Voting Rights
Implementation Powers
Financial Authorization
Document Execution
Corporate Actions
Regulatory Compliance
Director Powers
Share Capital
Company Structure
Asset Disposal
Appointment and Removal
Constitutional Amendment
Legal Compliance
Certification
Authentication
Electronic Communication
Record Keeping
Effective Date
Relevant Industries
Financial Services
Mining and Resources
Manufacturing
Retail
Technology
Healthcare
Real Estate
Professional Services
Agriculture
Transportation and Logistics
Energy
Telecommunications
Construction
Education
Non-Profit Organizations
Relevant Teams
Legal
Corporate Governance
Compliance
Board Secretariat
Executive Management
Risk Management
Corporate Affairs
Administrative Support
Finance
Company Secretariat
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Compliance Officer
Risk Manager
Executive Director
Non-Executive Director
Board Chairperson
Corporate Affairs Manager
Legal Administrator
Governance Specialist
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