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Unanimous Resolution Of Shareholders Template for South Africa

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Key Requirements PROMPT example:

Unanimous Resolution Of Shareholders

"I need a Unanimous Resolution of Shareholders for my South African private company to approve the appointment of two new directors and authorize an increase in share capital by issuing 1000 new ordinary shares, to be effective from March 15, 2025."

Document background
The Unanimous Resolution of Shareholders is a fundamental corporate governance tool in South African business law, primarily used when all shareholders need to formally approve company actions without holding a physical meeting. This document type is explicitly recognized under the Companies Act 71 of 2008 and provides a streamlined alternative to traditional shareholder meetings. It's particularly valuable for private companies, closely-held corporations, and situations requiring rapid decision-making. The resolution can address various corporate actions, from routine matters like adopting financial statements to significant decisions such as major asset disposals, share issues, or changes in company structure. Each resolution must comply with South African corporate law requirements, including proper documentation of the decision, company details, and authenticated signatures from all shareholders or their authorized representatives.
Suggested Sections

1. Title and Date: Clearly states this is a Unanimous Resolution of Shareholders with the full company name and date of resolution

2. Company Details: Registration number, registered address, and other relevant company identification information

3. Attendance and Quorum: Confirmation that all shareholders entitled to vote on the resolution have participated and agreed

4. Background: Brief context explaining why the resolution is necessary or desired

5. Confirmation of Notice: Statement confirming that proper notice was given or waived as per the company's MOI

6. Resolutions: Clear, numbered statements of each resolution being passed

7. Declaration: Statement confirming unanimous agreement of all shareholders

8. Signatures: Space for all shareholders or their authorized representatives to sign

Optional Sections

1. Regulatory Compliance Statement: Additional statements confirming compliance with specific regulations, needed when the resolution involves regulated matters

2. Financial Impact Statement: Brief description of financial implications, required when the resolution involves monetary decisions

3. Implementation Instructions: Specific directions for carrying out the resolution, useful for complex operational changes

4. Conditional Clauses: Conditions that must be met before the resolution takes effect, included when the resolution depends on external factors

5. Effective Date: Specific section about when the resolution takes effect, if different from the signature date

Suggested Schedules

1. Share Register Extract: Current shareholding details showing all shareholders and their holdings

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., valuations, agreements, reports)

3. Power of Attorney: If any shareholders are represented by proxy, the relevant authorization documents

4. Certificate of Incorporation: Copy of the company's registration documents, if the resolution requires verification of company details

5. Previous Relevant Resolutions: Copies of any previous resolutions referenced in or relevant to the current resolution

Authors

Alex Denne

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

Relevant legal definitions




















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Relevant Industries

Financial Services

Manufacturing

Mining

Retail

Technology

Healthcare

Real Estate

Professional Services

Agriculture

Energy

Telecommunications

Construction

Transportation

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Office

Risk Management

Corporate Affairs

Shareholder Relations

Board Administration

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Director

Board Member

Compliance Officer

Corporate Governance Officer

Chief Financial Officer

Legal Administrator

Managing Director

Shareholder Relations Manager

Corporate Affairs Manager

Risk Officer

Board Secretary

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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