A board resolution records a decision taken by the directors. It needs the company's registered name and registration number, the date and place, who was present, the decision in clear terms, any statutory test the board had to apply, and signatures. A decision that could be taken at a meeting can instead be adopted by written consent of a majority of directors, provided each director received notice of the matter. The resolution is not a formality — it is the evidence the decision was properly taken.
Dozens of obligations across the Companies Act come down to "the board must decide". A resolution is how you prove it did.
What every resolution needs
The registered company name and registration number — exactly as they appear on the CIPC record
The date, and where relevant the place
Whether it is a meeting resolution or a written resolution
Who was present, and that a quorum was present
The decision, stated in terms clear enough for a third party to act on
Any statutory test the board was required to apply, and confirmation it was applied
Signatures, with the signatory's name and capacity
Write it so a stranger can follow it. The audience is not you — it is a bank, a buyer's attorney, an executor or a court, reading it years later with no context.
Meeting or written resolution?
At a meeting, each director has one vote and a majority of votes cast carries the resolution, subject to the MOI.
By written consent, a decision that could have been voted on at a board meeting may instead be adopted by the written consent of a majority of the directors, given in person or by electronic communication — provided each director received notice of the matter.
That notice requirement matters. A written resolution signed by two of three directors where the third never knew about it is vulnerable. Send it to everyone, even the ones who will not sign.
Written resolutions suit a small company well — no meeting to convene, and the record is created automatically. Just do the notice properly.
A basic template
[REGISTERED COMPANY NAME] (Pty) Ltd Registration number: [2021/123456/07]
WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS Adopted on [date]
Notice of the matter set out below was given to each director of the company.
IT WAS RESOLVED THAT:
[The decision, stated plainly.]
[Any authority granted — who may sign, and what.]
Signed by the directors constituting a majority:
[Full name], Director [Full name], Director Date: Date:
Keep the numbering. Where a resolution grants authority to sign something, that clause is what the bank or counterparty will point to.
Four worked examples
Appointing a director
IT WAS RESOLVED THAT:
[Full name], identity number [number], be and is hereby appointed as a director of the company with effect from [date], having consented in writing to act and having confirmed that he/she is not ineligible or disqualified in terms of the Companies Act.
[Name] be and is hereby authorised to file the prescribed notice of change of directors with CIPC.
Attach the written consent. An appointment without it can be invalid. See how to add or remove a director at CIPC.
Declaring a dividend
IT WAS RESOLVED THAT:
The board, having considered the financial position of the company, is satisfied that immediately after the distribution the company will satisfy the solvency and liquidity test in terms of section 4 of the Companies Act, having considered [the management accounts to (date) / the annual financial statements for the year ended (date) / the cash flow forecast to (date)].
A dividend of R[amount] per ordinary share be and is hereby declared, payable on [date] to shareholders registered on [date].
Dividends tax be withheld and paid over to SARS as required.
Clause 1 is the important one. A distribution requires the board to apply the solvency and liquidity test. Recording that you applied it, and what you looked at, is what protects the directors if the company later fails. See a director's duties under the Companies Act.
Issuing shares
IT WAS RESOLVED THAT:
[Number] ordinary shares in the authorised but unissued share capital of the company be and are hereby issued to [full name / registered name and number] at a subscription price of R[amount] per share, payable by [date].
The board confirms that the issue is within the authorised share capital and that any pre-emptive rights in the MOI have been complied with or validly waived.
The securities register be updated and a share certificate issued accordingly.
See how to issue shares to a new shareholder.
Opening a bank account
IT WAS RESOLVED THAT:
A bank account be opened in the name of the company with [bank].
[Full name], identity number [number], be and is hereby authorised to open and operate the account, and to sign all documents required by the bank.
Banks usually have their own mandate form. A board resolution in this form is what they ask for alongside it.
When you need a resolution
Not every decision needs one. These do.
Appointing or removing a director, and the CIPC filing that follows
Issuing shares, approving a transfer, or a buyback. See what is a share buyback
Declaring a dividend or any other distribution
Changing the registered address
Approving the annual financial statements
Borrowing, giving security, or signing a surety
Authorising someone to sign a specific contract
Approving a transaction with a director or related party, with the disclosure recorded
Changing the financial year end
Opening or closing a bank account
Incorporating a subsidiary. See how to register a subsidiary company
Board or shareholders?
They are different bodies passing different resolutions, and confusing them produces an invalid decision.
| Board resolution | Shareholder resolution | |
|---|---|---|
| Who votes | Directors | Shareholders |
| Threshold | Majority of votes cast, subject to the MOI | Ordinary: more than 50%. Special: at least 75%, unless the MOI provides otherwise |
| Used for | Running the company | Constitutional and fundamental matters |
| Examples | Dividends, share issues, banking, contracts | MOI amendments, name changes, removing a director, share buyback from a director |
Where the MOI sets different thresholds, it must keep a margin between the ordinary and special resolution requirements — you cannot make them effectively the same. Check your MOI before assuming the defaults apply. See what is an MOI and do you need a custom one.
The mistakes
Not writing one at all. The default in most small companies, and the reason a due diligence stalls.
Writing it later, dated earlier. Do not backdate. Ratify the decision now, with today's date, confirming what was agreed on a stated earlier date. See how to reconstruct a securities register that was never kept.
Vague wording. "The board approved the funding arrangement" tells nobody what was approved, by whom, or up to what amount.
Using a board resolution where a shareholder resolution was required, or passing a special resolution at the wrong majority. Both produce a decision that does not hold. See why CIPC rejects filings and how to fix them.
No solvency and liquidity confirmation on a distribution or buyback.
Not filing them anywhere. A resolution nobody can find is a resolution that does not exist. See what statutory records must a company keep.
Frequently asked questions
What must a board resolution contain? The registered company name and registration number, the date, whether it was a meeting or written resolution, who was present and that a quorum was present, the decision in clear terms, confirmation of any statutory test the board had to apply, and signatures with names and capacities.
Can directors pass a resolution without holding a meeting? Yes. A decision that could be voted on at a board meeting may be adopted by written consent of a majority of the directors, given in person or electronically, provided each director received notice of the matter.
What is the difference between a board resolution and a shareholder resolution? A board resolution is passed by directors and deals with running the company. A shareholder resolution is passed by shareholders and deals with constitutional and fundamental matters. An ordinary resolution needs more than 50%; a special resolution at least 75% unless the MOI provides otherwise.
Do small companies really need board resolutions? Yes. A resolution is the evidence a decision was properly taken. Without one, in a dispute or a due diligence, there is nothing to show the decision was authorised — and the person who acted on it may be personally exposed.
Can I backdate a board resolution? No. Record the decision now with today's date, ratifying and confirming what was agreed on a stated earlier date. Backdating is routinely detected and undermines every other record you produce.
What does a dividend resolution need that others do not? Confirmation that the board applied the solvency and liquidity test and was satisfied the company would meet it immediately after the distribution, together with what the board considered in reaching that view.
Where should board resolutions be kept? With the company's statutory records, at the registered office or another location notified to CIPC, in date order, and retained for the prescribed period.
Write it when the decision is made
The resolution written three years later, because a buyer asked for it, is worth a fraction of the one written on the day. It takes ten minutes and it is the whole evidentiary basis for how your company is run.
Smartbook prepares and maintains board resolutions, minutes and statutory records for clients, and files the CIPC changes that follow from them.
Last reviewed: 2 August 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. The templates above are illustrative starting points, not legal precedents — have resolutions for significant transactions reviewed by an attorney, and check your MOI for thresholds and requirements specific to your company. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC