A Resolution to Appoint a Director is a crucial corporate governance document used in South African companies when adding new members to the board of directors. This document is required under the Companies Act 71 of 2008 and must comply with both statutory requirements and the company's Memorandum of Incorporation. The resolution should be used whenever a new director is being appointed, whether through a board resolution or shareholder resolution, depending on the company's governing documents. It typically includes the appointee's personal details, confirmation of their eligibility to serve as a director, the effective date of appointment, and any specific roles or responsibilities assigned. The document must be properly executed and filed with the Companies and Intellectual Property Commission (CIPC) within the prescribed timeframe. This resolution forms part of the company's permanent records and may be scrutinized by regulators, auditors, or during due diligence processes.
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1. Company Details: Full registered name of the company, registration number, and registered address
2. Meeting Information: Date, time, venue/platform of the meeting, and type of meeting (board/shareholders)
3. Attendance and Quorum: List of attendees and confirmation that quorum requirements were met as per the company's MOI
4. Resolution Context: Brief background explaining the need for appointing a new director
5. Director Details: Full name, ID number, and address of the proposed director
6. Resolution Text: Formal resolution text for the appointment, including effective date and role specifications
7. Confirmation of Director Consent: Statement confirming the proposed director has consented to the appointment
8. Director Qualification Statement: Confirmation that the appointee meets all legal requirements under the Companies Act
9. Certification: Certification of the resolution's adoption, typically by the company secretary or chairperson
1. Additional Appointments: Section for additional appointments such as board committees, if the director is being appointed to specific committees
2. Terms of Appointment: Include when there are specific terms or conditions attached to the appointment
3. Remuneration Details: Include when the resolution also covers director's remuneration approval
4. Regulatory Notifications: Include when specific regulatory bodies need to be notified of the appointment
5. Resignation Acceptance: Include when the appointment is replacing a resigning director
1. Director's Consent Form: Signed form indicating the proposed director's acceptance of the appointment
2. Director's Declaration: Declaration of eligibility and no disqualifications under the Companies Act
3. Identity Documentation: Certified copies of the director's identification documents
4. Professional Qualifications: Copies of relevant professional qualifications if required for the position
5. CIPC Forms: Required Companies and Intellectual Property Commission forms for director registration
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