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

Chapter 2 : Formation, Administration and Dissolution of Companies

Part C : Transparency, accountability and integrity of companies

26. Access to company records

 

 

1) A person who holds or has a beneficial interest in any securities issued by a profit company, or who is a member of a non-profit company, has a right to inspect and copy, without any charge for any such inspection or upon payment of no more than the prescribed maximum charge for any such copy, the information contained in the following records of the company:
a) The company’s Memorandum of Incorporation and any amendments to it, and any rules made by the company, as mentioned in section 24(3)(a);
b) the records in respect of the company's directors, as mentioned in section 24(3)(b);
c) the reports to annual meetings, and annual financial statements, as mentioned in section 24(3)(c)(i) and (ii);
d) the notices and minutes of annual meetings, and communications mentioned in section 24(3)(d) and (e), but the reference in section 24(3)(d) to shareholders meetings, and the reference in section 24(3)(e) to communications sent to holders of a company's securities, must be regarded in the case of a non-profit company as referring to a meeting of members, or communication to members, respectively; and
e) the securities register of a profit company, or the members register of a non-profit company that has members, as mentioned in section 24(4)[(a) or (b);

 

2) A person not contemplated in subsection (1) has a right to inspect or copy the securities register of a profit company, or the members register of a non-profit company that has members, or the register of directors of a company, upon payment of an amount not exceeding the prescribed maximum fee for any such inspection.

 

3) In addition to the information rights set out in subsections (1) and (2), the Memorandum of Incorporation of a company may establish additional information rights of any person, with respect to any information pertaining to the company, but no such right may negate or diminish any mandatory protection of any record, required by or in terms of Part 3 of the Promotion of Access to Information Act, 2000 (Act No. 2 of 2000).

 

4) A person may exercise the rights set out in subsection (1) or (2), or contemplated in subsection (3)-
a) for a reasonable period during business hours;
b) by direct request made to a company in the prescribed manner, either in person or through an attorney or other personal representative designated in writing; or
c) in accordance with the Promotion of Access to Information Act, 2000 (Act No.2 of 2000).

 

5) Where a company receives a request in terms of subsection (4)(b) it must within 14 business days comply with the request by providing the opportunity to inspect or copy the register concerned to the person making such request.

 

6) The register of members and register of directors of a company, 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 R100,00.

 

7) The rights of access to information set out in this section are in addition to, and not in substitution for, any rights a person may have to access information in terms of—
a) section 32 of the Constitution;
b) the Promotion of Access to Information Act, 2000 (Act No. 2 of 2000); or
c) any other public regulation.

 

8) The Minister may make regulations respecting the exercise of the rights set out in this section.

 

9) It is an offence for a company to—
a) fail to accommodate any reasonable request for access, or to unreasonably refuse access, to any record that a person has a right to inspect or copy in terms of this section or section 31; or
b) to otherwise impede, interfere with, or attempt to frustrate, the reasonable exercise by any person of the rights set out in this section or section 31.