First board meeting for PTY Ltd

**jjziets** · 14-Jul-17, 01:00 PM

I just setup a new PTY LTD and I need the first minutes of the meeting of the board. But I have no idea what to write in it. I have browsed the form and found some reference to what should be in it but as I am not that legial inclined it is a chalange to werite that in to a document for me.

If anyone can help me with a templet that I can populate it would be very much appreciated.

The PTY only has one director. me and 100 shares. It is registered on the cipc

**Basment Dweller** · 14-Jul-17, 01:20 PM

Others can correct me if I'm wrong but since you are the sole director then everything you say and decide is a foregone conclusion, and therefore documenting minutes would be redundant and not necessary.

**jjziets** · 14-Jul-17, 01:38 PM

Still, need to have a meeting according to the act. The problem I have is what to write.

**SilverNodashi** · 16-Jul-17, 10:47 PM

Originally Posted by jjziets

Still, need to have a meeting according to the act. The problem I have is what to write.

Something simple:

1. Meeting held at {place} on {date & time}, attended by {attendees names}
2. Matters discussed: Opening of new business.
3. Meeting adjourned at {time}

I don't think there are any official rules asto what should be minuted, as per the act.

**Basment Dweller** · 17-Jul-17, 08:28 AM

I'm still trying to understand the value in documenting and minuting a decision that was always a foregone conclusion.

Even if the act requires it, if you are the sole director, sole signatory and sole shareholder, it still remains a redundant action.

The time may come when a bank or someone of authority will ask you for a minuted resolution but even then they provide you with their own form to sign and will reject your own documentation, so until that time comes why even bother?

**SilverNodashi** · 17-Jul-17, 09:38 AM

Originally Posted by Basment Dweller

I'm still trying to understand the value in documenting and minuting a decision that was always a foregone conclusion.

Even if the act requires it, if you are the sole director, sole signatory and sole shareholder, it still remains a redundant action.

The time may come when a bank or someone of authority will ask you for a minuted resolution but even then they provide you with their own form to sign and will reject your own documentation, so until that time comes why even bother?

Agreed. In my 12 years in business, the MOM never came up. I had done one, one, in one of my businesses, but only cause we had 4 partners and decided to split up.

**Andromeda** · 17-Jul-17, 12:06 PM

If nothing else, the director at the inaugural meeting (the meeting is simply an occasion where a resolution is taken and recorded) MUST decide on the consideration that the company is to receive for the shares allotted to the shareholder. It's not the meeting that matters, but the signed minute and resolution is a record that you complied with the Act, without which the share allotment is void.

**Basment Dweller** · 17-Jul-17, 02:32 PM

Originally Posted by Andromeda

If nothing else, the director at the inaugural meeting (the meeting is simply an occasion where a resolution is taken and recorded) MUST decide on the consideration that the company is to receive for the shares allotted to the shareholder. It's not the meeting that matters, but the signed minute and resolution is a record that you complied with the Act, without which the share allotment is void.

Again I don't see the point of even doing this if you are a sole director/shareholder. This document can be produced at any time on the spot as and when it is required and will still be valid.

These types of documents become more important when you have more than one shareholder/director.

**HR Solutions** · 17-Jul-17, 04:25 PM

Yep, as a Pty Ltd as well, I am just a little confused here

**Andromeda** · 18-Jul-17, 07:02 AM

Again I don't see the point of even doing this if you are a sole director/shareholder. This document can be produced at any time on the spot as and when it is required and will still be valid.

If you mean back dating a resolution ... that would be fraud.

There is not an Act for companies with more than one shareholder, or companies with more than one director, and then Act for only one. There is only one Act.

I think the most important issue at an inaugural meeting is the share consideration.

Consider an example where it was not done.... and then a few years later the original shareholder takes in a partner, and then some later the partner discovers that the original allotment was never properly done, by simply reading the minutes in the minute book; in such a scenario the original shareholder is at the mercy of the partner. The only way to correct it is to apply to the courts for condonation. The application will only be successful if positively supported by both shareholders, but beware if they are in dispute.

Section 40 prescribes the requirement for a share issue:
40.
(1) The board of a company may issue authorised shares only—
(a) for adequate consideration to the company, as determined by the board;
(b) in terms of conversion rights associated with previously issued securities of
the company; or
(c) as a capitalisation share as contemplated in section 47.
(2) Before a company issues any particular shares, the board must determine the consideration for which, and the terms on which, those shares will be issued.
(3) A determination by the board of a company in terms of subsection (2) as to the adequacy of consideration for any shares may not be challenged on any basis other than in terms of section 76, read with section 77(2).
(4) Subject to subsections (5) to (7), when a company has received the consideration approved by its board for the issuance of any shares—
(a) those shares are fully paid; and
(b) the company must issue those shares and cause the name of the holder to be entered on the company’s securities register in accordance with Part E of this Chapter.