Document background
The Ordinary Resolution of Shareholders is a crucial corporate governance instrument in South Africa, governed by the Companies Act 71 of 2008 and related regulations. This document is required whenever a company needs to obtain shareholder approval for matters that don't require a special resolution, typically needing a simple majority vote (50% plus one) to pass. Companies use these resolutions for routine matters such as adopting annual financial statements, appointing directors or auditors, or approving ordinary business decisions. The document must include specific information such as company details, clear resolution text, voting requirements, and relevant supporting documentation. For listed companies, additional requirements under the JSE Listings Requirements may apply. The resolution can be passed either at a physical/virtual meeting or through written resolution, depending on the company's Memorandum of Incorporation and the specific circumstances.
