A Special Resolution of Directors is a crucial corporate governance document used in South African companies when the board needs to make significant decisions that require a higher level of scrutiny and approval. This document type is specifically regulated under the Companies Act 71 of 2008 and requires a higher voting threshold than ordinary resolutions - typically 75% of the directors present and voting. The resolution is used for major corporate actions such as fundamental transactions, changes to the company's constitution, or significant disposal of assets. It must include specific information such as the company details, resolution text, voting results, and authentication by authorized signatories. The document serves as an official record for regulatory compliance, corporate governance, and future reference by stakeholders. Special Resolutions often need to be filed with the Companies and Intellectual Property Commission (CIPC) and may require additional regulatory notifications depending on the nature of the decision.
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1. Company Details: Full registered name of the company, registration number, and registered address
2. Date and Place: Date and location of the resolution
3. Title and Type of Resolution: Clear indication that this is a Special Resolution of Directors
4. Quorum Statement: Confirmation that the required quorum of directors was present/participating
5. Background: Context and reasons for the special resolution
6. Resolution Text: The formal resolution text, clearly marked as 'RESOLVED THAT'
7. Voting Results: Record of the voting outcome, including numbers for, against, and abstaining
8. Confirmation of Compliance: Statement confirming compliance with the Companies Act and company's MOI
9. Authentication: Space for signature of the Chairperson or authorized director
1. Recitals: Additional background information when the resolution requires extensive context
2. Conditions Precedent: Any conditions that must be met before the resolution takes effect
3. Related Resolutions: Reference to other resolutions that may be connected to this decision
4. Regulatory Notifications: Required when the resolution must be filed with specific regulatory bodies
5. Dissenting Opinions: Where directors wish to record their opposition to the resolution
6. Implementation Instructions: Specific directions for carrying out the resolution's requirements
1. Schedule A - Supporting Documents: Relevant documents referenced in the resolution (e.g., valuations, agreements)
2. Schedule B - Detailed Terms: Detailed terms of the matter being resolved (if too lengthy for main resolution)
3. Schedule C - Director Attendance Register: List of directors present, participating electronically, or absent
4. Schedule D - Voting Record: Detailed breakdown of how each director voted
5. Appendix 1 - Legal Requirements: Reference to relevant sections of the Companies Act or other applicable laws
6. Appendix 2 - Company Constitution Extract: Relevant excerpts from the company's MOI regarding special resolutions
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