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Board Resolution For Forfeiture Of Shares

Board Resolution For Forfeiture Of Shares Template for South Africa

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Key Requirements PROMPT example:

Board Resolution For Forfeiture Of Shares

"I need a Board Resolution for Forfeiture of Shares for our South African mining company to forfeit 10,000 partly-paid shares from a defaulting shareholder who has failed to pay the final call due on March 15, 2025, despite three reminder notices."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Mining

Manufacturing

Technology

Retail

Professional Services

Real Estate

Healthcare

Telecommunications

Energy

Relevant Teams

Legal

Corporate Governance

Company Secretariat

Board Services

Compliance

Risk Management

Share Registry

Corporate Affairs

Finance

Executive Office

Relevant Roles

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Board Director

Compliance Officer

Share Transfer Secretary

Corporate Attorney

Risk Manager

Industries
Companies Act 71 of 2008: The primary legislation governing companies in South Africa. Particularly relevant sections include Section 35 (dealing with shares and share capital), Section 46 (distribution rules), and Section 66 (board authority and responsibilities).
Financial Markets Act 19 of 2012: Relevant for listed companies, governing the regulation of financial markets and securities trading, including provisions related to share transfers and forfeitures.
King IV Report on Corporate Governance: While not legislation per se, these principles are crucial for governance practices and board decisions in South African companies, particularly regarding transparency and fairness in share-related matters.
Income Tax Act 58 of 1962: Contains provisions regarding the tax implications of share forfeitures, particularly sections dealing with capital gains tax and company distributions.
Memorandum of Incorporation (MOI): While not legislation, the company's MOI must be consulted as it contains specific provisions regarding share forfeitures and the process to be followed.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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