Requirements by the Companies Act, 2008 and the Regulations
S24 Forms and standards for company records -
1. Any documents, accounts, books, writing, records or other information that a company is required to be kept in terms of this Act or any other public regulation must be kept -
a) In a written form or other form or manner that allows that information to be converted into a written form within a reasonable time; and
b) for a period of seven years or any longer period of time specified in any other applicable public regulation, subject to subsection (2)
2. If any company has existed for a shorter time than contemplated in subsection (1) (b), the company is required to retain records for that shorter time.
3. Every company must maintain -
A) A copy of its MOI and any amendments or alterations to it, and any governance rules of the company made in terms of section 15(3) to (5);
B) A record of its directors, including -
i) All the info required in terms of subsection 5 of section 24 in respect of each current director at any particular time; and
ii) With respect to each past director, the information required in terms of sub paragraph (I) which must be retained for seven years after the the past director retired from the company
Subsection 5 of S24
A company's record of directors must include, in respect of each director, that person's -
a) Full name, and any former names;
b) Identity number or, if the person does not have an identity number, the person's date of birth;
c) Nationality and passport number, if the person is not a South African;
d) Occupation;
e) Date of their most recent election or appointment as director of the company;
f) 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
g) Any other prescribed information.
Regulation 23
In addition to the information required by section 24 (5) (detail as per the old CM27), a company's record of directors must include, whit respect to each director of the company -
a) The address for service for that director; and
b) In the case of a company that is required to have an audit committee, any professional qualifications and experience of the director, to the extent necessary to enable the company to comply with section 94 (5) and regulation 42.
c) Note the the requirement for a list of directorships for each director in terms of section 24 (5) (f). To hold this in the Register of Interests.
C) Copies of all -
Reports presented at an annual general meeting of the company, for a period of seven years after the date of any such meeting;
Annual financial statements required by this Act, for seven years after the date on which each particular statements were issued;
Accounting records required by this Act, for the current financial year and for the previous seven completed financial years of the company;
D) Notice and minutes of all shareholders meetings; including -
(i) All resolutions adopted by them; and
(ii) Any document that was made available by the company to the holders of securities in relation to each such resolution.
For seven years after the date each such resolution was adopted;
E) Copies of any written communications sent generally by the company to all holder of any class of the company's securities, for a period of seven years after the date on which each such communication was issued; and
F) Minutes of all meetings and resolutions of directors, or directors' committees, or the audit committee, if any, for a period of seven years after the date -
(i) Of each such meeting; or
(ii) On which each such resolution was reported
S73 As per S73, the minutes must include:
a) Any declaration given by notice or made by a director as required by section 75;
b) Every resolution adopted by the board.
c) Resolutions adopted by the board -
i) must be dated and sequentially numbered; and
ii) are effective as of the date of the resolution, unless the resolution states otherwise.
d) Any minutes of a meeting, or resolution, signed by the chair of the meeting, or by the chair of the next meeting of the board, is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be.
