A Board Resolution For Forfeiture of Shares is a critical corporate governance document used in South African companies when a shareholder fails to meet their payment obligations or other material conditions of share ownership. This document is drafted in accordance with the Companies Act 71 of 2008 and must comply with the company's Memorandum of Incorporation. It is typically employed when a shareholder has defaulted on paying calls on partly-paid shares, though it may also be used in other circumstances specified in the company's constitutional documents. The resolution must detail the specific shares being forfeited, confirm compliance with notice requirements, and authorize appropriate officers to implement the forfeiture. The document serves both as a record of the board's decision and as legal protection for the company in executing the share forfeiture.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full registered name of the company, registration number, and registered address
3. Present Directors: List of directors present at the meeting, confirming quorum requirements are met
4. Chairperson: Confirmation of the appointed chairperson for the meeting
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are satisfied
6. Background: Details of the relevant shares, reason for forfeiture (typically non-payment of calls), and reference to relevant company constitution provisions
7. Confirmation of Compliance: Confirmation that all necessary notices and procedures have been followed according to the MOI and Companies Act
8. Resolution: The formal resolution declaring the forfeiture of shares, including specific details of shares being forfeited
9. Implementation: Authorization for officers to take necessary actions to implement the resolution
10. Closure: Formal closing of the resolution with signature provisions
1. Prior Attempts at Collection: Include when there's a need to document previous attempts to collect payment from the shareholder
2. Valuation Details: Include when the resolution needs to specify the valuation method used for the forfeited shares
3. Future Disposition: Include when the resolution needs to specify how the forfeited shares will be dealt with (e.g., cancellation or reissuance)
4. Legal Opinion Reference: Include when external legal opinion has been obtained regarding the forfeiture
5. Dissenting Opinions: Include when any directors have registered their dissent to the forfeiture
1. Share Certificate Details: Schedule listing the specific share certificates being forfeited, including certificate numbers and share quantities
2. Notice History: Chronological record of all notices sent to the defaulting shareholder
3. Payment History: Record of payments made and outstanding amounts on the shares being forfeited
4. Relevant MOI Extracts: Extracts of relevant provisions from the Memorandum of Incorporation regarding share forfeiture
5. Director Attendance Register: Formal record of directors present and voting at the meeting
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