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Board Resolution For Change In Shareholding Pattern for South Africa

Board Resolution For Change In Shareholding Pattern Template for South Africa

A formal board resolution document governed by South African law, specifically aligned with the Companies Act 71 of 2008, that officially records and approves changes in the company's shareholding structure. The document captures the board's deliberation and approval of share transfers, new share issuances, or redistribution of existing shares, including detailed information about the current and proposed shareholding patterns, consideration of B-BBEE implications, and necessary implementation steps. It serves as a legal record of the board's decision-making process and provides authorization for executing the approved changes.

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Board Resolution For Change In Shareholding Pattern

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What is a Board Resolution For Change In Shareholding Pattern?

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.

What sections should be included in a Board Resolution For Change In Shareholding Pattern?

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

What sections are optional to include in a Board Resolution For Change In Shareholding Pattern?

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

What schedules should be included in a Board Resolution For Change In Shareholding Pattern?

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

Alex Denne

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

Jurisdiction

South Africa

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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

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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