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Shareholder Special Resolution

Shareholder Special Resolution Template for South Africa

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Key Requirements PROMPT example:

Shareholder Special Resolution

"I need a Shareholders' Special Resolution for TechGrow Solutions (Pty) Ltd to approve the disposal of our manufacturing division to ABC Industries for R50 million, with the resolution to be presented at the shareholders' meeting scheduled for March 15, 2025."

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Document background
A Shareholder Special Resolution is a crucial corporate governance document used in South African companies when making significant business decisions that require enhanced shareholder approval. Under the Companies Act 71 of 2008, certain material company actions require approval through a special resolution, with at least 75% of voting rights exercised in favor. These actions might include altering share capital, amending the company's constitution, approving major transactions, or implementing fundamental changes to the business. The document serves as an official record of the decision-making process and must be filed with the Companies and Intellectual Property Commission (CIPC). Special resolutions can be passed either at a properly constituted shareholders' meeting or through a round-robin resolution, provided proper notice has been given and all legal requirements are met.
Suggested Sections

1. Company Details: Full registered name of the company, registration number, and registered address

2. Meeting Details: Date, time, and place of the meeting (if passed at a meeting) or date of round-robin resolution

3. Quorum Confirmation: Confirmation that the required quorum was present or that sufficient shareholders participated in the round-robin resolution

4. Resolution Title: Clear title indicating the nature of the special resolution

5. Resolution Text: The full text of the special resolution(s) being passed, clearly numbered if multiple resolutions

6. Voting Results: Record of the voting results showing that at least 75% of voting rights were exercised in favor

7. Authority: Authorization for any person to implement and/or file the resolution

Optional Sections

1. Preamble: Background information explaining why the special resolution is necessary - used when context is needed for complex resolutions

2. Definitions: Definitions of key terms used in the resolution - needed when technical or complex terms are used

3. Conditions Precedent: Any conditions that must be met before the resolution becomes effective - used when the implementation is dependent on certain events

4. Related Resolutions: Reference to any ordinary resolutions or other special resolutions that are connected - used when part of a larger corporate action

5. Dissenting Shareholders' Rights: Statement of appraisal rights under Section 164 of the Companies Act - required when the resolution triggers such rights

Suggested Schedules

1. Attendance Register: List of shareholders present or participating, with their shareholding details and voting rights

2. Proxy Forms: Copies of valid proxy forms submitted for the resolution

3. Supporting Documents: Any relevant supporting documents referenced in the resolution (e.g., amended MOI sections, transaction agreements)

4. Notice of Meeting: Copy of the notice given to shareholders (if passed at a meeting)

5. Certificate of Filing: CIPC filing confirmation once the resolution is filed

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
























Clauses




















Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Healthcare

Real Estate

Telecommunications

Energy

Professional Services

Agriculture

Construction

Transportation

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Committee

Compliance

Corporate Governance

Shareholder Relations

Corporate Affairs

Risk Management

Administrative Support

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Chief Financial Officer

Compliance Officer

Corporate Governance Officer

Legal Administrator

Managing Director

Board Chairman

Shareholder Relations Manager

Corporate Affairs Director

Risk Manager

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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