The Board Resolution For Dormant Company is a crucial corporate governance document used in South Africa when a company has ceased trading activities but wishes to maintain its legal registration. This document is typically required when a company has not conducted any business transactions, generated income, or undertaken any significant financial activities during a specific period. It must comply with the South African Companies Act 71 of 2008 and related regulations, serving as official evidence for regulatory bodies such as the Companies and Intellectual Property Commission (CIPC). The resolution includes important declarations about the company's inactive status, financial position, and compliance with legal requirements, while also providing authorization for necessary filings and maintaining the company's dormant status.
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1. Title and Date: Title of the resolution and date of the meeting
2. Present Directors: List of directors present at the meeting and confirmation of quorum
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met
4. Background: Statement explaining the company's dormant status and reason for the resolution
5. Confirmation of Dormancy: Declaration that the company has not conducted any business or received any income
6. Financial Status: Confirmation of the company's current financial position
7. Resolution: The formal resolution(s) being passed by the board
8. Compliance Declarations: Statements confirming compliance with relevant laws and regulations
9. Authorizations: Details of who is authorized to execute any necessary documents
10. Closure: Formal closing of the meeting and signatures
1. Attendance by Electronic Means: Section to be included if any directors attend virtually
2. Appointment of Chairman: Include if the regular chairman is not present and a temporary chairman needs to be appointed
3. Conflicts of Interest: Include if any directors have conflicts to declare regarding the dormancy status
4. Future Actions: Include if specific actions are required to maintain dormancy status
5. Previous Minutes: Include if referencing or confirming minutes from previous meetings
1. Register of Directors: Current list of company directors and their details
2. Financial Statement: Summary of company's financial position showing dormant status
3. Notice of Meeting: Copy of the notice sent to directors
4. Powers of Attorney: If any directors are represented by proxy
Relevant legal definitions
Clauses
Relevant Industries
All Industry Sectors
Financial Services
Real Estate
Mining
Manufacturing
Technology
Retail
Professional Services
Construction
Agriculture
Relevant Teams
Legal
Corporate Governance
Compliance
Finance
Corporate Secretariat
Risk Management
Corporate Affairs
Board Administration
Regulatory Affairs
Relevant Roles
Company Director
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Chairman
Non-Executive Director
Financial Director
Risk Officer
Corporate Affairs Manager
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