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A Shareholder Resolution is a formal proposal put forward by shareholders at company meetings to influence corporate decisions and policies. Under the Companies Act 71 of 2008, shareholders can submit these resolutions at annual general meetings (AGMs) or special meetings to vote on important matters like director appointments, executive compensation, or environmental policies.

These resolutions need support from shareholders holding at least 10% of voting rights to make it onto the meeting agenda. Once properly submitted, the resolution becomes legally binding if it receives majority approval - though some special resolutions require 75% support under South African corporate law. This gives shareholders direct power to shape company direction and hold management accountable.

Use a Shareholder Resolution when you need to make significant changes to your company's direction or governance. Common triggers include appointing or removing directors, changing the company constitution, approving major transactions, or addressing environmental and social concerns that affect business operations.

Under South African law, timing is crucial - these resolutions must be submitted at least 10 business days before shareholder meetings. They're particularly valuable when urgent corporate action is needed, like responding to market changes, addressing management issues, or implementing new regulatory requirements. Many companies use them proactively to strengthen corporate governance and maintain transparency with investors.

• Ordinary Resolution Of Shareholders: Requires 50%+ majority for routine matters like appointing directors or approving financial statements
• Shareholder Special Resolution: Needs 75% majority for major changes like amending company constitution or selling significant assets
• Resolution Of Sole Shareholder: Used in single-shareholder companies for streamlined decision-making
• General Meeting Resolution: For decisions made at extraordinary general meetings outside the annual cycle
• Resolution Of Annual General Meeting: Specifically for decisions made during mandatory yearly meetings

• Shareholders: Can propose and vote on resolutions, with major shareholders needing 10% voting rights to submit proposals directly
• Company Directors: Must implement approved resolutions and ensure compliance with the Companies Act requirements
• Company Secretary: Handles formal documentation, ensures proper filing, and maintains corporate records of all resolutions
• Legal Advisors: Draft and review resolution language to ensure legal compliance and enforceability
• CIPC Officials: Process and register certain types of resolutions, particularly those affecting company structure or constitution
• JSE Officials: Monitor resolutions of listed companies for compliance with listing requirements

• Company Details: Gather registration number, registered address, and current company constitution
• Resolution Type: Determine if ordinary (50%) or special (75%) majority needed based on the decision's nature
• Shareholder Information: Compile accurate list of shareholders and their voting rights percentages
• Meeting Requirements: Check notice periods and quorum requirements in company constitution
• Clear Language: Draft resolution text using precise, unambiguous terms that state the exact action required
• Supporting Documents: Prepare any necessary financial statements, reports, or expert opinions
• Documentation System: Use our platform to generate legally compliant resolutions with all required elements

• Company Identity: Full registered name, registration number, and registered office address
• Resolution Title: Clear identification as ordinary or special resolution with sequential numbering
• Meeting Details: Date, time, location, and type of meeting where resolution is passed
• Resolution Text: Precise description of the decision being made, using "RESOLVED THAT" format
• Voting Threshold: Statement of required majority (50% or 75%) and actual votes cast
• Authentication: Chairperson's signature, date of signing, and company seal if required
• Supporting Information: Reference to any relevant documents or prior resolutions
• Compliance Statement: Confirmation of Companies Act and MOI compliance

While Shareholder Resolutions and Board Resolutions might seem similar, they serve distinct purposes in South African corporate governance. The key differences lie in their authority, scope, and who can initiate them.

• Decision-Making Authority: Shareholder Resolutions represent decisions made by company owners and require majority voting at general meetings, while Board Resolutions reflect decisions made by directors during board meetings
• Legal Requirements: Shareholder Resolutions often need higher voting thresholds (75% for special resolutions) and CIPC filing, whereas Board Resolutions typically need only simple board majority
• Scope of Decisions: Shareholder Resolutions handle fundamental changes like constitutional amendments or major asset sales, while Board Resolutions cover operational and management decisions
• Implementation Timeline: Board Resolutions can be executed immediately after the meeting, but Shareholder Resolutions may require regulatory filing and longer implementation periods