South African directors' resolution template (free)

When you can use a written resolution

Section 74(1) of the Companies Act says that, except to the extent that the company's Memorandum of Incorporation provides otherwise, a decision that could be voted on at a board meeting may instead be adopted by written consent of a majority of the directors, given in person or by electronic communication — provided that each director has received notice of the matter to be decided.

Under section 74(2), a decision made this way has the same effect as if it had been approved by voting at a meeting.

Before you use it, check three things:

1. Your Memorandum of Incorporation. It can restrict or exclude written resolutions, or set different requirements.
2. Notice to every director. All directors must receive notice of the matter, not only those you expect to sign.
3. A majority consents. Count consents against the total number of directors.

What the Act requires of every board resolution

• Resolutions adopted by the board must be dated and sequentially numbered, and are effective from the date of the resolution unless the resolution states otherwise (section 73(7)).
• The company must keep minutes that include every resolution adopted by the board and any declaration of a personal financial interest made under section 75 (section 73(6)).
• A resolution signed by the chair of the meeting, or by the chair of the next board meeting, is evidence of its adoption (section 73(8)).
• Minutes and resolutions of directors must be kept for seven years after the date each resolution was adopted (section 24(3)(f)).

The template

[COMPANY NAME] (PTY) LTD
Registration number: [YYYY/NNNNNN/07]
("the Company")

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS
adopted in terms of section 74 of the Companies Act 71 of 2008

Resolution number: [sequential number, e.g. 2026/014]
Date of resolution: [DD Month YYYY]
Effective date: [date of resolution, unless another date is stated here]

1. NOTICE
Each director of the Company received notice of the matter to be decided on [date], together with the following documents:
- [Document title, version, date]
- [Document title, version, date]

2. BACKGROUND
2.1 [The question the board is asked to decide, in one sentence.]
2.2 [Short background: why the decision is needed now, the amount involved and the deadline.]
2.3 [Alternatives considered, including doing nothing, and why they were not preferred.]
2.4 [Principal risks and how they will be managed.]

3. DECLARATIONS OF PERSONAL FINANCIAL INTEREST (section 75)
3.1 [Name of director] declared a personal financial interest in this matter, being [general nature of the interest], and did not take part in the decision.
    — OR —
3.1 Each director signing below confirms that they have no personal financial interest in this matter, and know of none held by a related person.

4. RESOLUTION
IT IS RESOLVED THAT:
4.1 [The Company approves ... ];
4.2 [Any conditions attached to the approval];
4.3 [Name / position] is authorised to sign all documents and do all things necessary to give effect to this resolution.

5. CONSENT
This resolution is adopted by the written consent of a majority of the directors, given in person or by electronic communication. Under section 74(2) it has the same effect as if it had been approved by voting at a meeting of the board.

Director (full name) | Consent: for / against | Signature | Date | Method (in person / electronic)
[Name]               |                        |           |      |
[Name]               |                        |           |      |
[Name]               |                        |           |      |

6. RECORD-KEEPING
This resolution must be kept with the Company's minutes and resolutions of directors for at least seven years from the date it was adopted (section 24(3)(f)).

Signed by the chair: ____________________   Date: ____________

Record the decision behind the resolution

A resolution records what the board decided. It rarely shows why. If the decision is later questioned, the board will want to show what it considered — the steps that section 76(4) of the Companies Act refers to. Alongside the resolution, keep:

• the papers each director received, with their versions and the date they were sent;
• which claims in the papers were supported by evidence, and what was missing;
• the questions directors asked and the answers they were given;
• the alternatives considered and the principal risks;
• the reasons for the recommendation, and the strongest argument against it; and
• who had the authority to approve, under your delegation of authority.

The section 76(4) checklist lists what to record for each test. DecixionIQ keeps this record as the decision is made and freezes the approved case once it is approved; the resolution itself still needs to be prepared, signed and kept in your company's records.