The Unanimous Resolution of the Board is a crucial corporate governance document used in South African companies when all directors agree on a decision without the need for a formal board meeting. This document type is particularly useful for urgent matters or when gathering all directors physically is impractical. Used across various industries, it must comply with the Companies Act 71 of 2008 and often requires input from legal advisors to ensure proper formatting and content. The resolution can cover various corporate actions including but not limited to financial decisions, appointment of officers, approval of contracts, or strategic company decisions. Unlike regular board resolutions which can be passed by majority vote at a meeting, a Unanimous Resolution of the Board requires agreement from all eligible directors.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Date and Place: Date of the resolution and place where it is deemed to be passed
3. Present Directors: List of all directors of the company who are eligible to vote on the resolution
4. Notice and Quorum: Confirmation that proper notice was given or waived, and that all directors entitled to receive notice have received it
5. Background: Brief context explaining why the resolution is necessary
6. Resolution(s): The actual decision(s) being made, clearly numbered if multiple resolutions
7. Declaration: Statement confirming unanimous consent of all directors
8. Signature Block: Space for signatures of all directors with names and dates
1. Recitals: Additional background information when the resolution requires more detailed context
2. Authorizations: Specific powers granted to individuals to implement the resolution
3. Conditions Precedent: Any conditions that must be met before the resolution becomes effective
4. Regulatory Compliance: Specific mentions of compliance with relevant regulations when dealing with regulated matters
5. Related Party Interests: Declarations of any directors' interests in the matter being decided
6. Implementation Instructions: Detailed steps for carrying out the resolution
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Financial Information: Relevant financial statements or reports if the resolution relates to financial matters
3. Corporate Structure Charts: Organizational diagrams if the resolution relates to corporate restructuring
4. Relevant Correspondence: Any important correspondence or notices related to the resolution
5. Legal Opinions: Any legal opinions obtained in relation to the matter being resolved
Relevant legal definitions
Clauses
Company Details
Notice and Quorum
Authority and Capacity
Purpose of Resolution
Board Confirmation
Recordal
Corporate Action
Financial Authorization
Delegation of Authority
Implementation Powers
Director Declarations
Regulatory Compliance
Document Authorization
Execution Authority
Filing Requirements
Certification
Notice and Quorum
Authority and Capacity
Purpose of Resolution
Board Confirmation
Recordal
Corporate Action
Financial Authorization
Delegation of Authority
Implementation Powers
Director Declarations
Regulatory Compliance
Document Authorization
Execution Authority
Filing Requirements
Certification
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Real Estate
Telecommunications
Energy
Professional Services
Agriculture
Construction
Transport and Logistics
Relevant Teams
Legal
Corporate Governance
Executive Office
Company Secretariat
Compliance
Risk Management
Corporate Affairs
Board Secretariat
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Governance Officer
Board Director
Non-Executive Director
Executive Director
Compliance Officer
Chief Financial Officer
Chief Operating Officer
Corporate Secretary
Legal Director
Risk Officer
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