Board Resolution Template South Africa Word

BOARD RESOLUTION OF [COMPANY NAME] (PTY) LTD

REGISTRATION NUMBER: [19XX/XXXXXX/07]

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Republic of South Africa
• Compliance Scope: Companies Act 71 of 2008 (as amended)

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LEGAL DISCLAIMER

This document is a template provided for informational purposes and does not constitute formal legal advice. It is the responsibility of the Company Secretary or Board of Directors to ensure that this resolution complies with the specific provisions of the Company’s Memorandum of Incorporation (MOI), the Companies Act, 2008, and the King IV Report on Corporate Governance. Consult with internal legal counsel before execution.

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1. RECORDAL

The Board of Directors of [Company Name] (the "Company") met at [Location/Virtual Platform] on [Date] at [Time].

2. QUORUM AND AUTHORITY

It is noted that a quorum is present in accordance with the Company’s MOI and that the Directors have the authority to pass this resolution pursuant to the powers granted by the Companies Act.

3. OPERATIVE RESOLUTIONS

IT IS HEREBY RESOLVED THAT:

3.1. The Company enters into [Nature of Transaction/Agreement, e.g., a Loan Agreement/Service Contract] with [Counterparty Full Legal Name] (the "Counterparty") for a consideration of [Amount in ZAR].

3.2. The terms and conditions contained in the [Name of Agreement/Document] (the "Agreement"), tabled at this meeting, are hereby ratified and approved.

3.3. [Name of Authorized Signatory], in their capacity as [Title, e.g., Director/CEO], be and is hereby authorized and empowered to sign, execute, and deliver the Agreement and any further ancillary documents necessary to give effect to this resolution on behalf of the Company.

3.4. Any actions taken by the authorized signatory prior to the date of this resolution, consistent with the objectives stated herein, are hereby ratified and confirmed.

4. CERTIFICATION

The Directors certify that the aforementioned resolution was duly passed at a meeting of the Board, has not been amended or rescinded, and remains in full force and effect.

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5. EXECUTION & SIGNATURE BLOCK

Duly signed for and on behalf of the Board of Directors of [Company Name] (Pty) Ltd:

Director 1:

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Name: [Printed Name] Date: [Date]

Director 2 (if required by MOI):

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Name: [Printed Name] Date: [Date]

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6. STEP-BY-STEP EXECUTION GUIDE

1. Compliance Check: Verify that the "Board Powers" section of your company’s MOI does not require shareholder approval for this specific transaction (Section 66 of the Companies Act).
2. Meeting Minutes: Ensure this resolution is formally adopted in the official Minutes of the Board Meeting. If passed via round-robin, ensure all directors sign the resolution as per the MOI requirements for written resolutions.
3. Authentication: If requested by a bank or third-party institution, the Company Secretary or a Director should provide a "Certified Extract" of this resolution.
4. Company Records: File the signed original in the company’s Minute Book. Under Section 24 of the Companies Act, this record must be maintained at the company's registered office for at least 7 years.
5. Conflict of Interest: If any director has a personal financial interest in the transaction, ensure they have disclosed this in writing and recused themselves from the vote (Section 75 of the Companies Act). Record the disclosure in the Minutes.