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Free Download - Deed of transfer Recitals (causae): Donations

Deed of transfer stipulating the details of a transfer regarding donations made on and after 22 June 1956 but before 19 October 1982 as well as anytime thereafter.

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Free Download - Simple surety in respect of future obligation

Simple surety in respect of future obligation

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Free Download - General power of attorney long form

Power of attorney containing the necessary clauses for a valid agreement, long form.

Power of Attorney POA

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Free Download - Mix: Relevant clauses and notarial contracts

1. Relevant clauses for a notarial or underhand deed of trust constituting a fund from which donations can be made to charity in general 2. Relevant clauses in a notarial deed of trust created for ecclesiastical, charitable and educational purposes 3. Relevant clauses in a notarial deed of trust to establish a school 4. Relevant clauses in an underhand educational deed of trust and others.

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Free Download - Notice of Meeting for Public Company

Notice of Meeting for Public Company

A general meeting must satisfy certain requirements set out in the Companies Act.

These requirements include sending a notice of the meeting (which complies with the statutory content requirements) in the correct form to everyone who is entitled to receive it, and ensuring that sufficient notice of the meeting is given.

In this technology advanced era it may also be beneficial for a company to have electronic meetings. The basic framework in South Africa for conducting shareholders’ meetings electronically is contained in the Companies Act, 71 of 2008 (“the Companies Act”), and sets out that:

1. All shareholders’ meetings of public companies must provide for electronic participation by shareholders.

2. All companies may elect to either:
• conduct a shareholders’ meeting entirely by electronic communication; or
• provide for some shareholders to participate electronically in a shareholders meeting that is being held in person, unless doing so is prohibited by their memorandum of incorporation (“MOI”).

Therefore, the starting point is to check the company’s MOI to determine if it indeed contains a prohibition on electronic shareholders’ meetings.

Although this prohibition is not something commonly seen, look for an article in the MOI that references section 63(2) of the Companies Act and consider whether the MOI alters the position under the Companies Act that allows for electronic shareholder meetings.

In the absence of any specific change by the MOI to these provisions of the Companies Act, the company will be allowed to conduct shareholders’ meetings electronically, in whole or in part.

Who is entitled to receive notice of general meeting?

Notice of general meeting should be sent to all persons entitled to receive it. Failure to give notice to those entitled to receive it may invalidate the meeting.

Accordingly, identifying the persons entitled to receive notice is an important undertaking. The task will invariably be easier where the company is a small private company with only one class of shares, compared to where the company is a large listed public company with several classes of shares and a global shareholder base.

Persons entitled to receive notice

The members, directors and auditors of a company are entitled to receive notice of general meeting. A company's MOI may include provisions relating to entitlement to notice, so these should be checked before any notice is sent out.

This Notice sets out the procedures which shareholders should follow in order to participate in the Annual General Meeting by electronic communication.

The electronic communication to be employed will enable all persons participating in the meeting to communicate concurrently with each other without an intermediary and to participate reasonably effectively in the meeting.

Key legal requirements for an electronic meeting

Once it has been established that a company is permitted to hold the shareholders’ meeting electronically, it is important to consider the key legal requirements:

1. Shareholders must be able to participate reasonably effectively in the meeting.

2. All participants in the meeting must be able to communicate concurrently with each other without the need for an intermediary.

3. The costs of a shareholder in participating in the electronic meeting are for the expense of the shareholder, unless the company determines otherwise.

4. The notice of the shareholders’ meeting must include all information necessary for shareholders to participate electrically.

Electronic Participation Process

Shareholders who wish to vote, but not attend the Annual General Meeting by electronic participation:

• Register online at www.smartagm.co.za. Shareholders may still register online to participate in and/ or vote electronically at the Annual General Meeting after this date and time, provided, however, that for those shareholders to participate and/or vote electronically at the Annual General Meeting, they must be verified and registered before the commencement of the Annual General Meeting.

• As part of the registration process you will be requested to upload proof of identification (that is certified copy of South African identity document, South African driver’s licence or passport) and authority to do so (where acting in a representative capacity), as well as to provide details, such as your name, surname, email address and contact number.

• Following successful registration, the Transfer Secretaries will provide you with a meeting ID number, username and password in order to connect electronically to the Annual General Meeting.

Shareholders who wish to vote, but not attend the Annual General Meeting by electronic participation:

• Complete the form of proxy attached to this Notice of the Annual General Meeting and email same, together with proof of identification (i.e. certified copy of South African (SA) identity document, SA driver’s licence or passport) and authority to do so (where acting in a representative capacity), to the Transfer Secretaries, Computershare Investor Services Proprietary Limited (Transfer Secretaries).

The Meeting:

1. Each shareholder is entitled to appoint one or more proxy(ies) (who need not be a shareholder(s) of the Company) to participate, speak and vote in their stead at the Annual General Meeting.

2. Voting will take place by way of a poll and accordingly every holder of ordinary shares will have one vote in respect of each ordinary share held and every holder of B ordinary shares will have 10 votes in respect of each B ordinary share held.

3. The cost (e.g. for mobile data consumption or internet connectivity) of electronic participation in the Annual General Meeting will be carried by the participant.

4. The participant acknowledges that the electronic communication services are provided by third parties and indemnifies the Company and its directors/employees/Company Secretary/ Transfer Secretaries/service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the participant or anyone else.

In particular, but not exclusively, the participant acknowledges that he/she will have no claim against the Company or its directors/employees/Company Secretary/Transfer Secretaries/ service providers, whether for consequential damages or otherwise, arising from the use of the electronic services or any defect in it or from total or partial failure of the electronic services and connections linking the participant via the electronic services to the Annual General Meeting.



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Free Download - Discount agreement (without recourse)

Discount agreement (without recourse)

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Free Download - Power of Attorney: reservation of real rights

Power of attorney to transfer property in terms of section 67 of the Deeds Registration Act stipulating the details of the transfer as well as setting out the conditions of the transfer.

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Free Download - Power of attorney concerning litigation

Appointment of agent to commence or defend proceedings

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Free Download - Resolution by shareholders of the company in terms of s228 of the Companies Act.

A resolution passed by the shareholders of the company which ratifies and adopts the sale agreement of property.

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Free Download - Resolution in Lieu if Annual General Meeting

Resolution in Lieu of Annual General Meeting

Calling of an AGM

The Director or Board of Directors calls for an AGM and sends notice of the AGM to all shareholders of the company.

According to the Companies Act, it is a legal requirement that all shareholders of a company should receive the notice 21 days prior to an upcoming AGM regarding the date, time, location and agenda by hand or via post.

This notice can be sent to all the shareholders via email provided this provision is mentioned in the company’s Memorandum of Incorporation.

An AGM may also be called at a short notice if all shareholders agree to it. Just be sure to inform all the shareholders of their right to appoint a proxy.

The AGM is run by the chairperson who may or may not be a Director of the company and a person nominated by the Directors is appointed to take down the minutes of the meeting.

There should also be a quorum present. A quorum can consist of two people unless your company constitution states otherwise or where the company may be a single member/shareholder company.

Types of Shareholder Resolutions

Special Resolutions

(a) A special resolution must have the support of at least 75% of the votes cast if passed at a General Meeting – see the Act in respect of special resolutions proposed as written resolutions. Certain actions can only be carried out by special resolution, such as amendment of the MOI.

(b) All special resolutions must be notified to Companies and Intellectual Property Commission (CIPC) within 15 days of being passed. Depending on the nature of the resolution, a specific Companies House form may need to be filed, as well as the text of the resolution itself.

Ordinary Resolutions

Unless the Act or the MOI specifies that a special resolution is required, wherever the approval of shareholders is required an ordinary resolution will suffice. This will need to be passed by a simple majority of the votes cast if passed at a General Meeting – see the Act in respect of ordinary resolutions proposed as written resolutions.

Entrenched provisions

The MOI may state that amendment or deletion of certain entrenched provisions requires more than 75% of the votes cast at a General Meeting. If it is intended to propose a resolution to effect such a change, the same procedure should be followed as for a special resolution, but applying the higher approval threshold.

Resolutions requiring special notice

(a) The following ordinary resolutions require special notice to be given to the company (but these are not "special resolutions"). "Special notice" means that notice of intention to propose the resolutions must be given to the company at least 28 days before the relevant General Meeting:
(i) removal of a director under the companies act;
(ii) appointment of a director at the same meeting to replace a director who has been removed;
(iii) to appoint as auditor anyone other than the current auditor;
(iv) to remove an auditor before the end of their term of office.
(b) The special notice requirement is a separate requirement to the requirement to give notice to shareholders.

Written Resolutions

Almost any resolution which can be passed by shareholders in General Meeting can also be passed in writing without a General Meeting by following the procedure under the Act, even if this is not permitted in the MOI. The only exceptions are resolutions to remove a director or auditor before the end of their term of office, which must always be dealt with at a General Meeting.

Making decisions at an AGM

The decisions at an AGM are made by special and ordinary resolutions. Shareholders will vote on the topics raised and their voting result will determine the type of resolution produced.

• An ordinary resolution is passed by a simple majority (50% plus one).
• A special resolution is used less frequently and it requires 75% of the votes.

The voting is either carried out by the show of hands where one hand equals to one vote. You may also vote by a poll. Therefore, one share equals one vote.

The record of what was discussed at an Annual General Meeting is called “the minutes of the meeting”

The minutes are maintained in a minute book which is usually kept with the company’s corporate documents. The company Directors may decide who maintains the minutes of the AGM.

Members of the company, such as other Directors or Company Secretary, have the right to look the minutes of the meeting and request a copy for their records.

If you wish to outsource the minute recording to a company, such as Accountant Online, you will be provided with a draft of a minute book and you can fill it in accordingly. The official minutes are usually approved by the chairperson or by the members before the next AGM is held.

All members of the company that are entitled to attend and vote at an AGM to sign a written resolution confirming:

• they have received the financial statements of the company;
• all matters that would usually be resolved at the AGM are resolved; and
• confirming no change to the appointment of the statutory auditor (if any).

It is important to note that the written resolution must be a unanimous written resolution and the waiver must be in place before the latest date for holding the AGM.

What are the consequences of not holding an AGM?

Where a company fails to hold an AGM, a member may apply to the Director of Corporate Enforcement to call or direct the calling of the AGM. The company and any officers of it are liable to a category three offence. If convicted of a category 3 offence, a director faces a hefty fine.



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Free Download - Non-prejudice clause to be contained in a subsequent or second bond over a property

A clause to be inserted in a bond over a property to exclude any prejudice that may be caused by the bond. States the details of the conditions.

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Free Download - Application by the provisional trustee to authorise the sale of movable or immovable property

Application by the provisional trustee or final trustee of an estate requesting permission from the Master for the sale of immovable or movable property from the estate.

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