A Board Resolution For Buy Back Of Shares is a crucial corporate document required under South African law when a company wishes to repurchase its own shares from shareholders. This document is necessary to comply with Sections 46 and 48 of the Companies Act 71 of 2008, which govern share buybacks and company distributions. It is typically used when a company has excess cash and wants to return value to shareholders, needs to adjust its capital structure, or aims to increase earnings per share. The resolution must demonstrate that the board has satisfied the solvency and liquidity test, considered all relevant factors, and determined that the buyback is in the company's best interests. For listed companies, additional JSE Listing Requirements must be addressed. The document serves as evidence of proper corporate governance and provides protection for directors in fulfilling their fiduciary duties.
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1. Header: Title, date, and company details including registration number
2. Introduction: Standard text indicating this is a resolution of the board of directors
3. Attendance and Quorum: Details of directors present and confirmation of quorum requirements being met
4. Background: Context of the share buyback, including reasons and commercial rationale
5. Solvency and Liquidity Test: Confirmation that the company has conducted and satisfied the solvency and liquidity test as required by Section 46 of the Companies Act
6. Details of Buyback: Specific terms including number of shares, price, and timing of the buyback
7. Regulatory Compliance: Confirmation of compliance with Companies Act, JSE requirements (if applicable), and other relevant legislation
8. Board Considerations: Statement that the board has considered all relevant factors and believes the buyback is in the company's best interests
9. Resolutions: The actual resolutions being passed, numbered sequentially
10. Authority: Authorization for specific officers to implement the resolution and sign necessary documents
11. Closure: Formal closing of the resolution
12. Signatures: Space for Chairman's signature and date
1. JSE Compliance: Required only for listed companies - specific confirmations regarding JSE Listing Requirements
2. Shareholder Approval: Required if the buyback requires shareholder approval under Section 48 of the Companies Act
3. Related Party Provisions: Required if the buyback involves shares from related parties
4. Financial Advisor Opinion: Required for certain material buybacks where independent financial advice has been obtained
5. Competition Authority Confirmation: Required if the buyback requires competition authority approval
1. Solvency and Liquidity Test Calculations: Detailed financial calculations supporting the solvency and liquidity test
2. Share Buyback Terms: Detailed terms and conditions of the buyback including price calculation methodology
3. Director Attendance Register: List of all directors and their attendance status
4. Supporting Financial Information: Relevant financial statements or management accounts
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