Either the directors or shareholders of a company may increase or decrease the number of authorised shares for a particular share class by amending the Memorandum of Incorporation (“MOI”) and filing a COR15.2 with the CIPC.
To record a change in authorised shares on InfoDocs, simply follow the easy steps below.
If you haven’t created a share class yet, start off by clicking on the Share Classes tab, and then on Create New Share Class. In the box that opens up, select the date on which the share class was created, and fill in the rest of the details. Click on Save to continue.
You should now have the new share class visible in the Share Classes tab.
From here, you can now increase or decrease the authorised shares according to the company’s historical records, in three easy steps.
Step 1: Navigate to the Share Classes tab once more, and under Actions, click on Share Reorganisation. In the box that opens up, click on Change Authorised Shares. Click on Next to continue.
Step 2: Select the Share Class that underwent a change of authorised shares, the date on which it happened, and manually enter the new total of authorised shares. Then, make sure to select the correct option (“as resolved by directors” or “as resolved by shareholders”).
Click Save to finalise the change.
Step 3: InfoDocs will automatically create an Ordinary Resolution authorising the change. Download and save the document, or find it in the Template Library under the Documents tab later.
In order to finalise this transaction, you will need to submit the changes to CIPC and prepare signed copies of the following documents:
- Ordinary Resolution (generated by InfoDocs upon completion of the transaction), certified and signed
- A certified ID copy of the signatory
- A certified ID copy of the applicant
- A power of attorney if the change was effected by a representative
- A board report in terms of Reg 31(7) of the Companies Act
For more information, see the article written by the CIPC on the subject: