Considering shareholders' resolutions at AGMs is allowed in terms of the Companies Act ("Act"). The Act grants shareholders wide powers to propose such resolutions. Requirements of the Act The following requirements apply - and we also outline a number of recommendations to be followed in this regard: Section 65(3) - Any two shareholders of a read more..
It is important to note that unalterable provisions pitch the MoI vs the Companies Act. The latter will always prevail over provisions of the company’s MOI. What are the alterable provisions? Cliffe Dekker Hofmeyr ("CDH") noted that "proxy appointments are a critical tool to ensuring that meetings proceed and decisions are made, where shareholders/members cannot read more..
South Africa’s Companies and Intellectual Property Commission (“CIPC”) introduced a new requirement with effect 1 January 2020. This must be done at the same time when lodging annual returns. It is a Compliance Checklist and it's a mandatory submission to be made. All companies regardless of size or activity must file it. However, close corporations and read more..
The most important document governing a company is the Memorandum of Incorporation (MOI). The MOI sets out the rules governing the conduct of the company, as specified by its shareholders. The Companies Act imposes certain specific requirements on the content of a Memorandum of Incorporation in order to protect the interests of shareholders. It provides read more..
The CIPC Compliance Checklist- This is an online form to be completed to enable CIPC to track compliance with the Companies Act and Regulations Compliance Checklist Process: Obtain a quote and a questionnaire for you to complete, from us. Accept our quote via email and issue a purchase order (if applicable). Complete the questionnaire, sign read more..
What is the registered office of a company? What company records must be kept at this office? Why is the registered office and company records so important? The South African Companies Act 71 of 2008 (the “Act”) is quite specific about these matters. Registered office and company records Registered Office Section 23 of the Act requires read more..
Disclosure requirements are becoming more and more extensive ….. Section 30(4) of the Companies Act 2008 requires the annual financial statements of every company which is required to have its annual financial statements audited in terms of the Act, to disclose remuneration received by each director of the company; or each individual holding any prescribed read more..
The common law duties of directors have now been partially codified in the Act. The duties and liabilities of directors are dealt with in sections 75 to 77 of the Companies Act, 2008. The definition of “director” now includes: an alternate director; a prescribed officer; a member of a board committee; or a member of read more..
Office bearers, beware, beware....! Much has been written about the many, often onerous requirements of directors and people deemed to be directors of a company. We have not heard the last word on this complex matter. Prescribed officers: Several articles have to date appeared on â€œprescribed officersâ€ of companies, which is a new concept introduced read more..
Subject to Section 214(2) of the Companies Act 2008, it is an offence under Section 29(6) for the board of a company to approve its AFS, knowing that they fail in a material way to comply with the provisions of Section 29(1) or that they are materially false or misleading, as contemplated in Section 29(2). read more..