A Resolution of Sole Shareholder is a crucial corporate governance document used in South African companies where all shares are held by a single shareholder. This document is required whenever the sole shareholder needs to make formal decisions about the company's affairs, as prescribed by the Companies Act 71 of 2008. Common scenarios requiring such resolutions include appointing or removing directors, approving annual financial statements, authorizing significant transactions, changing the company's constitution, or declaring dividends. The resolution must be dated, signed by the sole shareholder, and kept in the company's records. Depending on the nature of the decision, some resolutions may need to be filed with the Companies and Intellectual Property Commission (CIPC). The document serves as evidence of corporate decision-making and helps maintain proper corporate governance in single-shareholder companies.
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1. Title and Date: Clearly stating this is a Resolution of the Sole Shareholder, including company name and date of resolution
2. Company Details: Full registered name of company, registration number, and registered address
3. Shareholder Details: Identity of the sole shareholder, including full name and identity/registration number
4. Constitutional Requirements: Confirmation that the resolution complies with the Companies Act and company's Memorandum of Incorporation
5. Quorum Confirmation: Confirmation that the sole shareholder constitutes a quorum for decision-making purposes
6. Resolutions: Clear statement of each resolution being passed, numbered sequentially
7. Type of Resolution: Specification whether each resolution is an ordinary or special resolution
8. Signature Block: Space for sole shareholder's signature, date and place of signing
1. Preamble: Background information explaining the context and reason for the resolutions, used when complex decisions require explanation
2. Financial Information: Specific financial details when resolution relates to financial matters like dividend declarations or financial assistance
3. Director Appointments: Details of director appointments/removals when resolution relates to board composition
4. Share Capital Changes: Details of share capital modifications when resolution relates to share structure
5. Effective Date: Specific section stating when resolutions take effect, if different from signing date
1. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, valuations)
2. Director Consent Forms: When resolution involves appointment of directors, their written consents to act
3. Share Certificates: Copies of share certificates when resolution involves share transfers or issuance
4. Company Information: Current CIPC company registration documents and shareholding information
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