What matters require a special resolution under SA Companies Act?

Section 65(11) requires special resolution for: MOI amendment; approval of voluntary winding-up; approval of court application for winding-up; approval of transfer of business under s.115; acquisition by the company of its own shares (s.48); financial assistance to director / related person (s.45); issue of shares to director / related person (s.41); approval of director remuneration (s.66(9)). Plus: director removal (s.71); auditor removal (s.91); company name change (via MOI amendment under s.16).

Is the 75% threshold calculated on total voting rights or votes cast?

On votes CAST (for + against). Abstentions and non-voting shares do not count toward the denominator. Section 65(7) confirms this. A shareholder who is absent and does not vote is not counted in the calculation. The MOI may adjust the percentage within a 10% margin of the ordinary resolution threshold, but the principle remains: 75% of votes cast (or such other percentage specified in the MOI).

What changed about share buy-backs on 27 December 2024?

The Companies Amendment Act 16 of 2024 rewrote section 48. All share buy-backs now require a special resolution unless (a) pro rata to all shareholders or (b) effected on a stock exchange. The previous 5% threshold that triggered the s.114/s.115 scheme-of-arrangement procedure was REMOVED — buy-backs no longer need independent expert reports or court applications regardless of percentage. The solvency-liquidity test under s.4 + s.46 still applies at the time of payment.

How much notice must shareholders be given for a special resolution meeting?

Section 62 prescribes: 15 business days for public companies and non-profit companies with voting members; 10 business days for any other company (including most private Pty Ltd companies). The notice must include the date, time and place of the meeting and the proposed special resolution(s) in full text or with sufficient particulars for shareholders to decide whether to attend. Shorter notice is permitted only with written waiver from shareholders entitled to exercise sufficient voting rights to constitute a quorum.

Can a special resolution be passed in writing without a meeting?

Yes. Section 60 of the Companies Act allows a special resolution to be adopted by written consent of shareholders entitled to exercise sufficient voting rights to approve the matter — meaning the same 75% threshold. No meeting or quorum is required. Written form is common for unanimous-consent matters in private companies but is less appropriate where minority shareholders may have appraisal rights under s.164 (since the absence of a meeting denies them the opportunity to object).

What is the CIPC filing requirement for a special resolution?

CoR15.1B (Notice of Special Resolution) must be filed for most special resolutions, typically within 10 business days. For MOI amendments, also file CoR9 (Notice of Amendment of MOI) — the amendment takes effect on filing. For name changes, also file CoR44 (Notice of Adoption of New Name). Failure to file timely is a contravention under s.214 and may attract administrative penalties from CIPC; in some cases the resolution's legal effect depends on filing (e.g. MOI amendment takes effect only on CoR9 acceptance).

What is the difference between an ordinary resolution and a special resolution?

Ordinary resolution: simple majority (50% + 1) of votes cast — used for routine matters such as director appointment / re-election, dividend declaration, AFS approval, ordinary share issuances. Special resolution: 75% majority — required for matters in s.65(11) that materially affect the company's constitution, capital, leadership or continued existence. The Directors' Resolution template covers ordinary board decisions; the Special Resolution template covers shareholder matters above the 75% threshold.

Business & ComplianceZA

Special Resolution Template — South Africa (Companies Act s.65)

A Special Resolution is required for the highest-stakes corporate decisions: amending the Memorandum of Incorporation, repurchasing shares (now fully rewritten by the Companies Amendment Act 16 of 2024), removing a director, providing financial assistance to a director, voluntary winding-up. Our free template generates a 75%-threshold special resolution — written or meeting form — with built-in section 164 appraisal rights, section 48 buy-back compliance and CIPC CoR15.1B / CoR9 filing flag.

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SPECIAL RESOLUTION (SHAREHOLDERS' MEETING)

Meridian Group (Pty) Ltd · Reg 2015/123456/07 · 20 May 2026

Ref: SR-2026-003

Acquisition by the Company of its Own Shares (Share Buy-Back) — 75% threshold

The following special resolutions are passed at a duly convened meeting of shareholders at which a quorum was present, in accordance with section 65 of the Companies Act at Boardroom, 22 Fredman Drive, Sandton, chaired by Thandi Nkosi (Chairperson), after notice given on 6 May 2026 (at least ten (10) business days (private company / other — section 62)), by the shareholders of Meridian Group (Pty) Ltd (CIPC Registration No. 2015/123456/07) of 22 Fredman Drive, Sandton, Johannesburg 2196, being a private company (Pty Ltd) under the Companies Act, requiring at least 75% of the voting rights exercised on the resolution under section 65 of the Companies Act 71 of 2008 read with section 48 (as rewritten by the Companies Amendment Act 16 of 2024 effective 27 December 2024) read with section 65(11)(e).

SPECIAL RESOLUTION 1 — ACQUISITION BY THE COMPANY OF 50 OF ITS OWN ORDINARY SHARES FROM PIETER VAN DER MERWE

RESOLVED AS A SPECIAL RESOLUTION THAT, in accordance with section 48 of the Companies Act 71 of 2008 (as rewritten by the Companies Amendment Act 16 of 2024 effective 27 December 2024) read with section 65(11)(e), the Company is hereby authorised to acquire from Pieter van der Merwe up to 50 (fifty) Ordinary shares of no par value, at a price not exceeding ZAR 1,250 per share (aggregate consideration not exceeding ZAR 62,500), on such terms and conditions as the Board may determine, subject to the Company satisfying the solvency and liquidity test under section 4 of the Companies Act at the time of payment. The Company Secretary is authorised to file the requisite CoR15.1B notice with CIPC within 10 business days.

Statutory authority: section 48 (as rewritten by the Companies Amendment Act 16 of 2024 effective 27 December 2024) read with section 65(11)(e).

SPECIAL RESOLUTION 2 — AMENDMENT OF THE MOI TO AUTHORISE AN ADDITIONAL 500 ORDINARY SHARES OF NO PAR VALUE

RESOLVED AS A SPECIAL RESOLUTION THAT, in accordance with sections 16 and 65(11)(a) of the Companies Act 71 of 2008, the Company's Memorandum of Incorporation is amended to increase the authorised share capital by 500 (five hundred) Ordinary shares of no par value, bringing the total authorised share capital to 1,500 (one thousand five hundred) Ordinary shares of no par value. The Company Secretary is authorised to file the amended MOI on form CoR9 with CIPC within 10 business days.

Statutory authority: sections 16 and 65(11)(a) of the Companies Act.

VOTING RECORD

Total voting rights in issue: 1 000

Votes For: 800 (80% of votes cast)

Votes Against: 200

Shareholders present: 4 of 4 shareholders, holding 100% of the voting rights, present in person or by proxy

The special resolution is PASSED — the 75% threshold was met.

STATUTORY FRAMEWORK — SECTION 65(11)

Section 65 of the Companies Act 71 of 2008 requires a 75% majority of voting rights exercised on the resolution (the MOI may adjust this within a 10% margin from the ordinary resolution threshold). Section 65(11) enumerates the matters that REQUIRE a special resolution, including: (a) amendment of the MOI; (b) approval of voluntary winding-up; (c) approval of an application to court for winding-up; (d) approval of transfer of business under s.115; (e) acquisition by the Company of its own shares (s.48); (f) financial assistance to a director or related person (s.45); (g) issue of shares to a director or related person (s.41); (h) approval of director remuneration (s.66(9)). This Special Resolution is adopted in compliance with section 65 and the trigger provisions referenced above.

MINORITY SHAREHOLDER PROTECTION

The Company acknowledges the minority shareholder protections in the Companies Act, including: (a) section 163 — relief from oppressive or unfairly prejudicial conduct (any shareholder may apply to the High Court); (b) section 164 — appraisal rights for dissenting shareholders (where applicable to this resolution); (c) the requirement under section 65(11A) that an MOI amendment proposed by the board be supported by a special resolution of shareholders rather than being adopted unilaterally by the board.

SECTION 164 APPRAISAL RIGHTS

Where this special resolution materially affects shareholder rights (in particular a fundamental MOI amendment), section 164 of the Companies Act entitles a dissenting shareholder to demand that the Company pay them fair value for their shares, provided the dissenting shareholder: (a) sent written notice of objection to the resolution to the Company before the vote was taken; (b) was present at the meeting and either voted against the resolution or abstained (or, for a written resolution, did not consent); and (c) delivered a written demand to the Company for fair-value payment within 20 business days after receipt of notice of the adoption of the resolution. The Company commits to comply with the s.164 procedure where it is invoked.

SECTION 48 SHARE BUY-BACK COMPLIANCE

The Board has applied the solvency and liquidity test under section 4 of the Companies Act and the Company satisfies the test at the date of this resolution. The Board will reapply the test at the time of payment of the buy-back consideration in accordance with section 46. Aggregate consideration: ZAR 62 500. The buy-back is NOT a pro rata offer and is NOT effected on a stock exchange — the special resolution requirement under section 48(8) (as rewritten by the Companies Amendment Act 16 of 2024 effective 27 December 2024) applies. The previous 5% threshold (s.48(8)(b)) requiring scheme-of-arrangement procedure under sections 114 and 115 was REMOVED by the Companies Amendment Act 16 of 2024 — the procedure for buy-backs is now significantly simplified.

CIPC FILING

The Company Secretary is authorised and directed to file the following with the Companies and Intellectual Property Commission (CIPC):

CoR15.1B — Notice of Special Resolution (s.48 share buy-back) Filing deadline: 3 June 2026.

CERTIFICATION

The undersigned certifies that this Special Resolution was duly passed at a meeting of shareholders of the Company duly convened, with the prescribed quorum present, on the date stated above, by at least 75% of the voting rights exercised on the resolution, and is a true and accurate record of the resolution.

CHAIRPERSON OF THE MEETING

Thandi Nkosi (Chairperson)

Chairperson

Meridian Group (Pty) Ltd

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What Is a Special Resolution (Companies Act s.65)?

A Special Resolution is a decision of the shareholders of a South African company adopted by at least 75% of the voting rights exercised on the resolution. Section 65 of the Companies Act 71 of 2008 prescribes the 75% threshold; the Memorandum of Incorporation (MOI) may adjust this within a 10% margin of the ordinary resolution threshold. Special resolutions are required for the matters specifically listed in section 65(11) — the highest-stakes decisions that materially affect the company's constitution, capital, leadership or continued existence.

Section 65(11) requires a special resolution for: (a) amendment of the MOI; (b) approval of voluntary winding-up; (c) approval of an application to court for winding-up; (d) approval of transfer of business under s.115; (e) acquisition by the company of its own shares (the section 48 share buy-back regime — rewritten by the Companies Amendment Act 16 of 2024 effective 27 December 2024); (f) financial assistance to a director or related person under s.45; (g) issue of shares to a director or related person under s.41; (h) approval of director remuneration under s.66(9); plus removal of a director (s.71) and removal of an auditor (s.91).

The Companies Amendment Act 16 of 2024 brought into force on 27 December 2024 substantially rewrote section 48. All share buy-backs now require a special resolution unless the buy-back is (a) a pro rata offer to all shareholders or (b) effected on a stock exchange. The previous 5% threshold (s.48(8)(b)) that triggered the scheme-of-arrangement procedure under s.114/s.115 has been removed — significantly simplifying buy-backs. The Company must still satisfy the solvency and liquidity test in s.4 at the time of payment. Our template covers both buy-back and MOI amendment scenarios with the post-27 Dec 2024 framework built in.

What's Covered in This Template

Eight sections covering the standard special resolution flow plus expert-tier statutory framework, minority protection and s.48 / s.45 specifics.

Company Details + Type

Name, CIPC registration, address, type (private / public / NPC / RF / SOC) — drives the s.62 notice period.

Written (s.60) vs Meeting Form

s.60 written resolution (no meeting required) or meeting form with quorum and chairperson.

Notice Period

15 business days (public / NPC), 10 business days (other), 20 business days (longer contractual).

10 Statutory Triggers

MOI amendment, buy-back, director removal, voluntary winding-up, s.45 financial assistance, s.41 share issue to director, director remuneration, auditor removal, name change, other s.65 matter — drives statute citation.

Voting Record with 75% Calculator

Total voting rights + for / against / abstain — automatic threshold pass/fail calculation in the PDF.

CIPC Filing Flag

CoR15.1B (Notice of Special Resolution), CoR9 (MOI amendment), CoR44 (name change) — with filing deadline.

Bundled Second Special Resolution (Expert)

For matters that travel together — MOI amendment + buy-back authorisation, director removal + replacement, name change + MOI amendment.

s.65(11) Statutory Framework (Expert)

Explicit recital of the 75% threshold + the s.65(11) trigger matters + the s.65(11A) board limitation.

Minority Protection + s.164 (Expert)

s.163 oppression relief + s.164 appraisal rights procedure (20-business-day demand window).

s.48 Buy-Back Compliance (Expert)

Post-27 Dec 2024 simplified framework + solvency-liquidity test + pro rata / stock-exchange exemption analysis.

s.45 Financial Assistance (Expert)

Financial assistance to a director / related person with solvency-liquidity confirmation and fairness recital.

How to Create a Special Resolution in South Africa

Five steps from board decision to a CIPC-ready special resolution.

1
Confirm the Statutory Trigger
Special resolutions are required only for specific matters listed in s.65(11) and elsewhere. If your decision is not a listed trigger, use the Directors' Resolution template (ordinary majority) instead.
2
Decide Written or Meeting Form
Written (s.60) is simpler but requires sufficient signatures to reach the 75% threshold. Meeting form is preferred for material matters because of the notice period, quorum requirement and audit trail.
3
Give Notice and Hold the Meeting
For meetings: 15 business days notice (public / NPC) or 10 business days (other) under s.62. Quorum: 25% of voting rights and at least 3 shareholders (s.64). Pass with 75% of votes cast.
4
File with CIPC Within 10 Business Days
CoR15.1B for most special resolutions. CoR9 for MOI amendments (effective on filing). CoR44 for name changes. Failure to file timely is a s.214 contravention with CIPC penalties.
5
Brief Affected Stakeholders
For MOI amendments affecting share rights, communicate s.164 appraisal-rights procedure to dissenting shareholders (20-business-day demand window). For buy-backs, communicate the solvency-liquidity confirmation timing.

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Legal Considerations

A defective special resolution may be void, with serious consequences (failed MOI amendment, voidable buy-back, ineffective director removal).

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 65 — 75% Threshold and MOI Override

Section 65 of the Companies Act prescribes that a special resolution requires at least 75% of the voting rights exercised on the resolution. The MOI may adjust this percentage, but must maintain at least a 10% margin between the ordinary resolution threshold and the special resolution threshold. The 75% is calculated on votes CAST (for + against), not on the total voting rights in issue. Abstentions and non-voting shares do not count toward the denominator. A shareholder may vote in person or by proxy. The MOI may impose unanimous-shareholder consent requirements for specific matters, exceeding the s.65 default.

Section 48 Rewrite — 27 December 2024

The Companies Amendment Act 16 of 2024 (in force 27 December 2024) substantially rewrote section 48. All share buy-backs now require a special resolution of shareholders unless the buy-back is (a) a pro rata offer to all shareholders, or (b) effected on a stock exchange. The previous 5% threshold (s.48(8)(b)) that triggered the scheme-of-arrangement procedure under sections 114 and 115 has been REMOVED. This significantly simplifies buy-backs by removing the need for independent expert reports, court applications and scheme-of-arrangement procedures for buy-backs below 5%. The Company must still satisfy the solvency and liquidity test in s.4 at the time of payment under s.46 — failure renders the buy-back voidable under s.46(6).

Section 164 Appraisal Rights

Section 164 of the Companies Act protects dissenting shareholders affected by certain special resolutions, in particular MOI amendments that materially affect rights, preferences or restrictions attaching to a class of shares, and approvals under s.112 (disposal of all/greater part of assets), s.113 (amalgamation/merger) and s.114 (scheme of arrangement). A dissenting shareholder may demand fair value for their shares, provided they: (a) sent written notice of objection to the resolution to the Company BEFORE the vote was taken; (b) was present at the meeting and either voted against the resolution or abstained (or, for a written resolution, did not consent); and (c) delivered a written demand to the Company for fair-value payment within 20 business days after receipt of notice of the adoption of the resolution. Non-compliance with s.164 procedure entitles the Company to refuse the appraisal demand.

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