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Companies Act – Director and shareholder resolutions


Posted 19th July 2019 by Candice De Nobrega & filed under Auditing,

Companies Act – Director and shareholder resolutions:

Below is a summary of the requirements for director and shareholder resolutions. Watch the video for a detailed explanation and for guidance on the example.

  Directors Shareholders
Notice As set out in MOI 10 days (Pty) Ltd & 15 days Ltd
Quorum Majority directors present At least 25% voting rights & at least 3 people if more than 2 shareholders
Authorisation Majority present vote in favour Ordinary: more than 50% voting rights present vote in favour

Special: 75% or more of the voting rights present vote in favour

Companies Act – Director and shareholder resolutions video

Example:

CA Campus (Pty) Ltd has 10 directors and 4 shareholders each holding 25% of the voting rights.

Required:

What would the minimum requirements be for each of the following to be passed:

  • Directors resolution
  • Shareholders – Ordinary resolution
  • Shareholders – Special resolution

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