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

Chapter 9 : Offences, Miscellaneous Matters and General Provisions

Part A : Offences and penalties

214. False statements, reckless conduct and non-compliance

 

 

1) A person is guilty of an offence if the person—
a) is a party to the falsification of any accounting records of a company;
b) with a fraudulent purpose, knowingly provided false or misleading information in any circumstances in which this Act requires the person to provide information or give notice to another person;
c) was knowingly a party to an act or omission by a company calculated to defraud a creditor or employee of the company, or a holder of the company’s securities, or with another fraudulent purpose; or
d) is a party to the preparation, approval, dissemination or publication of a prospectus, or a written statement contemplated in section 101, that contains an ‘untrue statement’ as defined and described in section 95.

 

2) For the purposes of subsection (1)(d) and section 29(6), a person is a party to the preparation of a document contemplated in that subsection if—
a) the document includes or is otherwise based on a scheme, structure or form of words or numbers devised, prepared or recommended by that person; and
b) the scheme, structure or form of words is of such a nature that the person knew, or ought reasonably to have known, that its inclusion or other use in connection with the preparation of the document would cause it to be false or misleading.

 

3) It is an offence to fail to satisfy a compliance notice issued in terms of this Act, but no person may be prosecuted for such an offence in respect of a particular compliance notice if the Commission or Panel, as the case may be, has applied to a court in terms of section 171(7)(a) for the imposition of an administrative fine in respect of that person’s failure to comply with that notice.

 

4) A person who contravenes section 99(1), (2), (3), (4), (5), (8) or (9) and, if that person is a company, every director or prescribed officer of the company who knowingly was a party to the contravention, is-
a) guilty of an offence; and
b) liable to any other person for any losses sustained as a consequence of that contravention