Please note that every effort has been made to ensure that the advice given in this educational material is correct. Nevertheless, that advice is given purely as guidance readers to assist them with particular problems relating to the subject matter of the educational material, and African Venture Group will have no responsibility to any person for any claim of any nature whatsoever that may arise out of, or relate to, the contents of this educational material.
South Africa Company Regulations
Accounting- and company-records and access to company records
The Companies Act requires a company to maintain certain records. These records must be accessible from the company’s registered office. If they are not accessible from the company’s registered office a notice to this effect must be filed with CIPC.
What documents must be available?
Every company must maintain—
(a) a copy of its Memorandum of Incorporation, and any amendments or alterations to it, and any rules of the company made in terms of section 15(3) to (5);
(b) a record of its directors;
(c) copies of all—
(i) reports presented at an annual general meeting of the company;
(ii) annual financial statements required by the Act; and
(iii) accounting records required by the Act.;
(d) notice and minutes of all shareholders meetings
(e) copies of any written communications sent generally by the company to all holders of any class of the company’s securities; and
(f) minutes of all meetings and resolutions of directors, or directors’ committees, or the audit committee, if any.
In addition to the requirements above, every profit company must maintain:
(a) a securities register or its equivalent, as required by section 50; and
(b) a record of the details of the company’s auditor/company secretary, if applicable.
How long should these documents be kept?
The general rule applicable is 7 years, but longer periods may apply.
Who can access these records?
There are rules in how the documents can be accessed. All documents above, excluding the accounting records, can be accessed by any shareholder or any additional party as mandated by the company MOI.
Furthermore, access can be sought in accordance with the Public Access to Information Act, Section 32 of the Constitution or any other applicable public regulation.
Application to SMME business
Directors are often unaware of the records that must be kept and that certain parties can have access to these records. Especially share registered (securities register) and the relevant records of the directors are not kept as required. This is often the case where there is only one share holder and director. Directors should bear in mind that the Act requires these registers to be kept, even if there is only one entry.
As part of the new CIPC requirements, directors will need to declare annually that the company adheres to these sections.
Contact African Venture Group's Financial Reporting Department for more information.