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Directors' Resolution Template — South Africa (Companies Act s.74)
A Directors' Resolution is the everyday workhorse of South African corporate compliance: opening a bank account, signing a lease, declaring a dividend, appointing auditors, or any other matter that requires board approval. Our free template generates a Companies Act s.74-compliant resolution — round-robin or meeting form — with built-in section 75 conflict disclosure, banking authority delegation and multi-resolution bundling.
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WRITTEN DIRECTORS' RESOLUTION (ROUND-ROBIN)
Meridian Group (Pty) Ltd · Reg 2015/123456/07 · 20 May 2026
Ref: BR-2026-014
Round-Robin Written Resolution
The following resolutions are adopted by written consent of a majority of the directors in accordance with section 74 of the Companies Act, each director having received notice of the matter to be decided, by the Board of Directors of Meridian Group (Pty) Ltd (CIPC Registration No. 2015/123456/07) of 22 Fredman Drive, Sandton, Johannesburg 2196, in accordance with the Companies Act 71 of 2008 and the Company's Memorandum of Incorporation (MOI).
1.
RESOLUTION 1 — OPENING OF A CORPORATE CHEQUE ACCOUNT WITH FIRST NATIONAL BANK
RESOLVED THAT the Company shall open a corporate cheque account with First National Bank (a division of FirstRand Bank Limited) at the Sandton City branch; AND THAT any two (2) of Thandi Nkosi, Sipho Mthembu and Pieter van der Merwe are authorised to sign cheques, electronic-funds-transfer (EFT) instructions, debit-order mandates and any other banking documents on behalf of the Company; AND THAT the Company Secretary is authorised to deliver this Resolution and any other documents reasonably required by First National Bank to give effect to this Resolution.
2.
RESOLUTION 2 — APPROVAL OF OFFICE LEASE AGREEMENT WITH GROWTHPOINT PROPERTIES
RESOLVED THAT the Company approve the office lease with Growthpoint Properties Limited for Unit 12 at 22 Fredman Drive, Sandton, for a 3-year term commencing 1 July 2026 at a monthly base rent of ZAR 65,000 excluding VAT and operational costs, with standard escalations of 8% per annum; AND THAT the Chief Executive Officer is authorised to sign the lease and any related documents on behalf of the Company.
3.
RESOLUTION 3 — APPOINTMENT OF AUDITORS FOR THE FINANCIAL YEAR ENDING 28 FEBRUARY 2027
RESOLVED THAT KPMG South Africa be and is hereby appointed as the Company's auditors for the financial year ending 28 February 2027, on terms substantially as set out in the engagement letter circulated with the notice of this resolution; AND THAT the Audit Committee Chairperson is authorised to sign the engagement letter on behalf of the Company.
4.
SECTION 75 DISCLOSURE OF PERSONAL FINANCIAL INTEREST
Thandi Nkosi has disclosed the following personal financial interest in accordance with section 75 of the Companies Act 71 of 2008:
Thandi Nkosi discloses that her spouse Bongani Nkosi is the Managing Director and 35% shareholder of Sandton Properties Management (Pty) Ltd, which is the property manager appointed by Growthpoint Properties Limited for the building at 22 Fredman Drive, Sandton — the property subject of Resolution 2 (office lease approval). The interest is material because Mr Nkosi will receive a management fee component on the lease. Thandi Nkosi recuses herself from the consideration and vote on Resolution 2 only; she retains her right to vote on Resolutions 1 and 3. The disclosing director has recused from the affected resolution(s) and has not voted on the matter, in accordance with section 75(5)(c).
Thandi Nkosi discloses that her spouse Bongani Nkosi is the Managing Director and 35% shareholder of Sandton Properties Management (Pty) Ltd, which is the property manager appointed by Growthpoint Properties Limited for the building at 22 Fredman Drive, Sandton — the property subject of Resolution 2 (office lease approval). The interest is material because Mr Nkosi will receive a management fee component on the lease. Thandi Nkosi recuses herself from the consideration and vote on Resolution 2 only; she retains her right to vote on Resolutions 1 and 3. The disclosing director has recused from the affected resolution(s) and has not voted on the matter, in accordance with section 75(5)(c).
5.
BANKING AUTHORITY AND SIGNING DELEGATION
RESOLVED THAT the Company's banking arrangements with First National Bank (a division of FirstRand Bank Limited) shall be operated as follows: Bank account number: 62812345678. Authorised signatories: Thandi Nkosi (SA ID 8003150000087); Sipho Mthembu (SA ID 7807205009088); Pieter van der Merwe (SA ID 7505105009087). Signing threshold: any two (2) of the authorised signatories signing jointly. The Company Secretary is authorised to deliver this Resolution and any other documents reasonably required by the bank to give effect to this Resolution.
6.
MOI COMPLIANCE
The Board expressly confirms that the foregoing resolution(s) are consistent with the Company's Memorandum of Incorporation (MOI) and with the directors' authority under section 66 of the Companies Act 71 of 2008. The directors are aware of the risk of personal liability under section 77 for a resolution that exceeds the MOI or constitutes a breach of the director's fiduciary duty.
7.
VOTING RECORD
Director 1: Thandi Nkosi (SA ID 8003150000087) — ABSTAIN / RECUSED
Director 2: Sipho Mthembu (SA ID 7807205009088) — FOR
Director 3: Pieter van der Merwe (SA ID 7505105009087) — FOR
Director 4: Lerato Naidoo (SA ID 8511125009089) — FOR
The above directors constitute a majority of the directors as required by section 74 of the Companies Act, and each director was given notice of the matter(s) to be decided in advance of signing this Resolution.
Director 2: Sipho Mthembu (SA ID 7807205009088) — FOR
Director 3: Pieter van der Merwe (SA ID 7505105009087) — FOR
Director 4: Lerato Naidoo (SA ID 8511125009089) — FOR
The above directors constitute a majority of the directors as required by section 74 of the Companies Act, and each director was given notice of the matter(s) to be decided in advance of signing this Resolution.
DIRECTOR 1
Thandi Nkosi
Director
Meridian Group (Pty) Ltd
Date: ____________________
DIRECTOR 2
Sipho Mthembu
Director
Meridian Group (Pty) Ltd
Date: ____________________
DIRECTOR 3
Pieter van der Merwe
Director
Meridian Group (Pty) Ltd
Date: ____________________
DIRECTOR 4
Lerato Naidoo
Director
Meridian Group (Pty) Ltd
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Directors' Resolution?
A Directors' Resolution is a written record of a decision made by the board of a South African company. Under section 66 of the Companies Act 71 of 2008, the business and affairs of the company must be managed by or under the direction of the board, and the board's decisions are recorded in resolutions. Resolutions are required for any matter that the MOI, the Companies Act, the shareholders or third parties (banks, auditors, regulators) require the board to authorise expressly.
There are two principal forms. A round-robin resolution under section 74 is 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. No meeting is required, no quorum is needed — only notice and majority written consent. A resolution passed at a meeting requires the meeting to be duly convened with prescribed notice, a quorum present (set by the MOI or default rule), and the resolution duly recorded in the meeting minutes. For routine matters, round-robin is the SA market norm; for material matters (large transactions, related-party dealings, director removals), the meeting format is preferred because of the more robust audit trail.
Section 75 imposes a strict conflict-of-interest regime: a director who has a personal financial interest in any matter must disclose it to the board before the matter is considered, disclose all material information, recuse themselves from the consideration and vote, and not execute any document on behalf of the company in relation to the matter unless specifically requested by the board. Non-disclosure renders the resulting agreement or transaction void unless ratified by ordinary shareholder resolution or declared valid by a court. Our template includes a dedicated s.75 disclosure block that builds the recusal into the audit trail.
What's Covered in This Template
Eight sections covering the standard resolution flow plus expert-tier multi-resolution, conflict disclosure and banking authority.
Company Details
Name, CIPC registration, registered address, resolution reference and date.
Round-Robin vs Meeting Form
s.74 round-robin (majority written consent + notice) or board-meeting (quorum + minute) — with auto-adjusted intro language.
Up to 3 Resolutions (Expert)
Bundle several decisions into one resolution document (one signing event, one register entry).
Resolution Subject + Full Text
"RESOLVED THAT" formula with subject heading and full operative wording.
Up to 5 Directors with Voting Record
Each director with name, SA ID and vote (for / against / abstain / recused).
Section 75 Conflict Disclosure (Expert)
Disclosing director, nature of personal financial interest, recusal confirmation — Companies Act s.75(5).
Banking Authority Delegation (Expert)
Bank name + account number + authorised signatories + signing threshold (any-one / any-two / director-plus-signatory / director-only).
MOI Compliance + s.66 Recital (Expert)
Express confirmation that the resolution is consistent with the Memorandum of Incorporation and the directors' s.66 authority.
CIPC Filing Flag (Expert)
CoR9 / CoR21.1 / CoR39 / CoR44 filing reminder for changes that trigger CIPC notification.
How to Create a Directors' Resolution in South Africa
Five steps from board decision to a signed s.74 resolution.
- 1
Decide Round-Robin or Meeting
For routine matters use round-robin (s.74 — majority written consent, no meeting). For material matters (large deals, related-party transactions, director removal) use the meeting form.
- 2
Draft the Resolution Text
Use the "RESOLVED THAT" formula. Be specific about authorities, persons named, limits and conditions. Vague resolutions ("the Company shall do all things necessary…") routinely fail bank or third-party scrutiny.
- 3
Handle s.75 Conflicts
If any director has a personal financial interest, disclose it before the vote, identify the affected resolution(s), and confirm recusal from the affected resolution(s) only.
- 4
Circulate for Notice + Signature
Each director must receive notice of the matter before signing (round-robin) or be at the duly convened meeting (meeting form). Majority of directors must sign for round-robin to be valid.
- 5
File and Diary Follow-Ups
Record in the corporate register. File at CIPC if the resolution triggers a notification (director change, MOI amendment, registered office, name change). Diary any deadlines (10 business days for CoR39).
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Legal Considerations
A defective Directors' Resolution may be void, exposing directors to personal liability under s.77.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified South African company secretary or attorney for advice specific to your situation.
Reviewed for South African law
Section 74 Round-Robin Requirements
Section 74 of the Companies Act permits the board to adopt a resolution by written consent of a majority of the directors, given in person or by electronic communication. The two non-negotiable conditions are: (a) each director has received notice of the matter to be decided; and (b) a majority of the directors give written consent. No meeting or quorum is required. The notice condition exists so that every director can make an informed decision — surprise round-robin resolutions are vulnerable to challenge. Round-robin resolutions are particularly useful for routine matters such as opening a bank account, approving a small contract, or appointing a service provider, but should be used cautiously for material matters where the more deliberate process of a meeting is preferred.
Section 75 Conflict of Interest and Recusal
Section 75 codifies the director's fiduciary duty to disclose conflicts of interest. A director with a "personal financial interest" in a matter (or who knows that a related person has such an interest) must: (a) disclose the interest and its general nature to the board before the matter is considered; (b) disclose any material information relating to the matter; (c) recuse themselves from the consideration and decision; and (d) not execute any document on behalf of the company in relation to the matter unless specifically requested by the board. Non-disclosure renders the resulting agreement or transaction VOID unless ratified by ordinary shareholder resolution OR declared valid by a court. The disclosing director may still vote on UNRELATED resolutions in the same document — the recusal is matter-specific, not blanket.
CIPC Filings Triggered by Directors' Resolutions
Certain board decisions require CIPC filings within prescribed periods: CoR9 for MOI amendment; CoR21.1 for change of registered office (within 10 business days); CoR39 for change of director details — appointment, resignation, removal (within 10 business days, tightened by the Companies Amendment Act 16 of 2024 in force 27 December 2024); CoR44 for company name reservation. The Resolution itself is the trigger document; the Company Secretary must file the corresponding CoR form, attaching the certified resolution. Failure to file timely is a contravention under s.214 and may attract administrative penalties from CIPC.
Frequently Asked Questions
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