Complying with Changes in Legislation

 Reckless trading prohibited (Section 22)

A company must not carry on its business recklessly, with gross negligence, with intent to defraud any person or for any fraudulent purpose, or trade under insolvent circumstances.

 Form and standards for company records (Section 24)

Any documents, accounts, books, writing, records or other information that a company is required to keep must be kept for a period of seven years.

Every company must maintain a copy of its MOI, and any amendments or alterations to it, and any rules.

The following documents must also be kept for seven years:

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  A record of its directors, including details of any person who has served as a director of the company;
  
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  Copies of all reports presented at an AGM of the company;
  
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  Annual financial statements;
  
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  Accounting records, for the current financial year and for the previous seven completed financial years of the company;
  
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  Notice and minutes of all shareholders meetings, including:
  
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    all resolutions adopted by them;
    
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    any document that was made available by the company to the holders of securities in relation to each such resolution;
    
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    copies of any written communications sent generally by the company to all holders of any class of the company’s securities; and
    
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    minutes of all meetings and resolutions of directors, or directors’ committees, or the audit committee.
    
  
  Every profit company must maintain:
  
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  A securities register or its equivalent;  
  
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  Maintain a record of its company secretaries and auditors, including:
  
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    the name, including any former name, of each such person; and
    
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    the date of every such appointment.
    

A company’s record of directors must include, in respect of each director, that person’s:

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  Full name, and any former names;
  
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  Identity number or, if the person does not have an identity number, the person’s date of birth;
  
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  Nationality and passport number, if the person is not a South African citizen;
  
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  Occupation;
  
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  Date of their most recent election or appointment as director of the company;
  
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  Name and registration number of every other company or foreign company of which the person is a director, and in the case of a foreign company, the nationality of that company; and
  
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  Any other prescribed information.
  

Regulation A company must retain the following records indefinitely: Its MOI, as amended from time to time; Its registration certificate; Its register of directors; Its securities register. A company must notify the Commission of a change in the location of any company records that are no longer located at its registered office. A company's record of directors must include, with respect to each director of the company: The name and registration number of any company of which a person related to that director, is a director or prescribed officer; The address for service for that director; and In the case of a company that is required to have an audit committee, the professional qualifications, if any, and previous experience of the director.

Location of company records (Section 25)

The records must be accessible at, or from the company’s registered office, or another location, or other locations, within the Republic.

Access to company records (Section 26)

A person who holds, or has a beneficial interest in any securities:

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  Has a right to inspect and copy the information contained in the records of the company;
  
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  Has a right to any other information to the extent granted by the MOI in accordance with the Promotion of Access to Information Act.

  The register of members and register of directors, must, during business hours for reasonable periods be open to inspection by any member, free of charge and by any other person, upon payment for each inspection of an amount not more than R 100,00.

  
  

 It is an offence for a company to:

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  Fail to accommodate any reasonable request for access, or to unreasonably refuse access; or
  
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  Otherwise impede, interfere with, or attempt to frustrate, the reasonable exercise by any person.
  
  
  

Regulation Any right of access of any person to any information may be exercised only in accordance with the Promotion of Access to Information Act, 2000. A person seeking to exercise a right of access to any record held by a company, must make a written request, by delivering to the company a completed Request for Access to Information in Form CoR 26. A perfected right of access to any information may be exercised only during the company's normal business hours. A company may not charge a fee to a shareholder or, in the case of non-profit company, a member of the company to inspect or copy a record.

Financial year of company (Section 27)

A company must have a financial year, ending on a date set out in the company’s Notice of Incorporation.

The board may change its financial year end at any time, by filing a notice of that change, but:

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  It may not do so more than once during any financial year;
  
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  The date as changed may not result in a financial year ending more than 15 months after the end of the preceding financial year.
  

 The financial year of the company is its annual accounting period.