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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 8 : Regulatory Agencies and Administration of Act

Part A : Companies and Intellectual Property Commission

187. Functions of Commission

 

 

1) In this section, ‘‘this Act’’ has the meaning set out in section 1, but also includes any legislation listed in Schedule 4.

 

2) Other than with respect to matters within the jurisdiction of the Takeover Regulation Panel, the Commission must enforce this Act, by, among other things,—
a) promoting voluntary resolution of disputes arising in terms of this Act between a company on the one hand and a shareholder or director on the other, as contemplated in Part C of Chapter 7, without intervening in, or adjudicating any such dispute;
b) monitoring proper compliance with this Act;
c) receiving or initiating complaints concerning alleged contraventions of this Act, evaluating those complaints, and initiating investigations into complaints;
d) receiving directions from the Minister in terms of section 190, concerning investigations to be conducted into alleged contraventions of this Act, or other circumstances, and conducting any such investigation;
e) ensuring that contraventions of this Act are promptly and properly investigated;
f) negotiating and concluding undertakings and consent orders contemplated in section 169(1)(b) and 173;
g) issuing and enforcing compliance notices;
h) referring alleged offences in terms of this Act to the National Prosecuting Authority; and
i) referring matters to a court, and appearing before the court or the Companies Tribunal, as permitted or required by this Act.

 

3) The Commission must promote the reliability of financial statements by, among other things—
a) monitoring patterns of compliance with, and contraventions of, financial reporting standards; and
b) making recommendations to the Council for amendments to financial reporting standards, to secure better reliability and compliance.

 

4) The Commission must—
a) establish and maintain in the prescribed manner and form—
i) a companies register; and
ii) any other register contemplated in this Act, or in any other legislation that assigns a registry function to the Commission;
b) receive and deposit in the registry any documents required to be filed in terms of this Act;
c) make the information in those registers efficiently and effectively available to the public, and to other organs of state;
d) register and deregister companies, directors, business names and intellectual property rights, in accordance with relevant legislation; and
e) perform any related functions assigned to it by legislation, or reasonably necessary to carry out its assigned registry functions.

 

5) Subject to the provisions of subsections (6) and (7), any person, on payment of the prescribed fee, may—
a) inspect a document filed under this Act;
b) obtain a certificate from the Commission as to the contents or part of the contents of any document that—
i) has been filed under this Act in respect of any company; and
ii) is open to inspection; or
c) obtain a copy of or extract from any document contemplated in paragraph (b); or
d) through any electronic medium approved by the Commission—
i) inspect, or obtain a copy of or extract from, any document contemplated in paragraph (b) that has been converted into electronic format; or
ii) obtain a certificate contemplated in paragraph (b).

 

6) Subsection (5) does not apply to any part of a filed document if that part has been determined to be confidential, or contain confidential information, in accordance with section 212.

 

7) The Commission—
a) must waive any prescribed registry fee contemplated in subsection (5) if the Commission is satisfied—
i) that an inspection, certificate, copy or extract is required on behalf of a foreign government accredited to the Republic; and
ii) that no fees are payable in the foreign country concerned in respect of such inspection, certificate, copy or extract required on behalf of the Republic; and
b) may waive any such fee if satisfied that any inspection, certificate, copy or extract is required for the purposes of research by or under the control of an institution for higher education.