The Board Resolution For Change In Shareholding Pattern is a crucial corporate governance document required under South African company law whenever there are significant changes to a company's share ownership structure. This document is typically used when implementing share transfers, introducing new shareholders, conducting share buybacks, or reallocating shares among existing shareholders. It must comply with the Companies Act 71 of 2008 and potentially other regulations such as B-BBEE legislation and competition laws. The resolution includes detailed information about the proposed changes, their rationale, impact on the company, and necessary implementation steps. It serves as both a decision-making tool and a historical record, often required by regulatory bodies, banks, and other stakeholders as evidence of proper corporate governance and board approval of shareholding changes.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent with or without apologies
4. Background: Context of the proposed shareholding changes, including reasons and benefits to the company
5. Current Shareholding Structure: Detailed breakdown of existing shareholding pattern before the proposed changes
6. Proposed Changes: Specific details of the proposed changes in shareholding, including number of shares, affected shareholders, and transaction terms
7. Board Considerations: Key factors considered by the board in making their decision, including financial implications and company interests
8. Resolution: Formal resolution text approved by the board regarding the shareholding changes
9. Implementation Authority: Authorization for specific officers to execute necessary documents and take required actions
10. Certification: Certification by the chairperson or company secretary that the resolution was duly passed
1. B-BBEE Impact Statement: Analysis of how the shareholding changes affect the company's B-BBEE status - required if company has B-BBEE certification
2. Competition Law Compliance: Statement regarding competition law implications - required for large transactions or when changing controlling interests
3. Share Valuation Details: Information about share valuation method and results - needed when the transaction involves new share pricing
4. Regulatory Approvals: List of required regulatory approvals - needed when the transaction requires external regulatory consent
5. Dissenting Opinions: Record of any dissenting views from board members - included when there is not unanimous agreement
1. Schedule A - Share Transfer Details: Detailed breakdown of all share transfers, including share numbers, classes, and affected shareholders
2. Schedule B - Updated Shareholding Structure: Complete post-transaction shareholding pattern showing all shareholders and their holdings
3. Appendix 1 - Share Valuation Report: Independent valuation report if new shares are being issued or existing shares are being transferred at a specific price
4. Appendix 2 - Legal Opinion: Legal opinion on the transaction structure and compliance requirements, if obtained
5. Appendix 3 - Supporting Documents: Copies of relevant supporting documentation such as share transfer forms, tax clearances, or regulatory filings
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Mining
Retail
Technology
Healthcare
Real Estate
Telecommunications
Professional Services
Energy
Agriculture
Construction
Transport and Logistics
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Governance
Company Secretariat
Board Administration
Compliance
Finance
Shareholder Relations
Corporate Affairs
Risk Management
Executive Management
Relevant Roles
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Chief Financial Officer
Compliance Officer
Board Director
Managing Director
Share Transfer Secretary
Corporate Attorney
Financial Director
Board Chairman
Shareholder Relations Manager
Group Company Secretary
Corporate Actions Manager
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