A Change of Directors Resolution is a crucial corporate governance document used when there are changes to a company's board composition in South Africa. This document is required under the Companies Act 71 of 2008 and must be prepared whenever directors are appointed, resign, or are removed from their positions. The resolution must contain specific statutory information including director details, effective dates, and compliance confirmations. It serves multiple purposes: it's an internal record of the decision, a requirement for CIPC filing, and often needed by banks and other institutions to update their records. The document should be maintained in the company's statutory records and forms part of the company's permanent corporate documentation.
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1. Company Details: Full registered name of company, registration number, and registered address
2. Meeting Details: Date, time, location/method of meeting, quorum confirmation
3. Attendance: List of present directors/shareholders and method of attendance (in person/virtual)
4. Chairperson: Confirmation of meeting chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum was present
6. Resolutions: Clear statement of resolutions regarding director changes, including effective dates
7. Director Details: Full details of incoming/outgoing directors as required by Companies Act
8. Authentication: Signature section for chairperson/company secretary, date of signing
1. Acknowledgment of Resignations: Include when directors are resigning, with specific acknowledgment of their resignation letters
2. Special Conditions: Any special conditions attached to appointments or resignations
3. Regulatory Notifications: Specific instructions regarding required notifications to CIPC or other authorities
4. Banking Resolution: Include when changes to banking signatories are required as a result of director changes
5. Indemnification: Special indemnifications for outgoing directors if applicable
6. Transitional Arrangements: Include when specific handover arrangements need to be documented
1. Schedule A - Director Information: Detailed information about new directors including ID numbers, addresses, and contact details
2. Schedule B - Resignation Letters: Copies of resignation letters from outgoing directors
3. Schedule C - Consent to Act: Signed consent forms from new directors
4. Schedule D - Director Qualifications: Documentation of new directors' qualifications and eligibility confirmations
5. Appendix 1 - Supporting Documents: Copies of ID documents, proof of address, and other required documentation
6. Appendix 2 - CIPC Forms: Completed CoR39 forms and other required CIPC documentation
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Retail
Mining
Technology
Healthcare
Professional Services
Real Estate
Agriculture
Education
Energy
Telecommunications
Transportation
Construction
Hospitality
Relevant Teams
Legal
Compliance
Corporate Governance
Administrative
Executive
Corporate Secretariat
Risk Management
Corporate Affairs
Board Support
Regulatory Affairs
Relevant Roles
CEO
Company Secretary
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Director
Managing Director
Chief Legal Officer
Risk Officer
Administrative Officer
Board Chairman
Executive Director
Non-Executive Director
Corporate Affairs Manager
Governance Manager
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