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

Chapter 2 : Formation, Administration and Dissolution of Companies

Part E : Securities registration and transfer

50. Securities register and numbering

 

 

1) Every company must—
a) establish or cause to be established a register of its issued securities in the prescribed form; and
b) maintain its securities register in accordance with the prescribed standards.

 

2) As soon as practicable after issuing any securities a company must enter or cause to be entered in its securities register, in respect of every class of securities that it has issued—
a) the total number of those securities that are held in uncertificated form; and
b) with respect to certificated securities—
i) the names and addresses of the persons to whom the securities were issued;
ii) the number of securities issued to each of them;
iii) the number of, and prescribed circumstances relating to, any securities—
aa) that have been placed in trust as contemplated in section 40(6)(d); or
bb) whose transfer has been restricted;
iv) in the case of securities contemplated in section 43
aa) the number of those securities issued and outstanding; and
bb) the names and addresses of the registered owner of the security and any holders of a beneficial interest in the security; and
v) any other prescribed information.

 

3) If a company has issued uncertificated securities, or has issued securities that have ceased to be certificated, as contemplated in section 49(5), a record must be administered and maintained by a participant or central securities depository in the prescribed form, as the company’s uncertificated securities register, which—
a) forms part of that company’s securities register; and
b) must contain, with respect to all securities contemplated in this subsection, any details—
i) referred to in subsection (2)(b), read with the changes required by the context; or
ii) determined by the rules of the central securities depository.

 

4) A securities register, or an uncertificated securities register, maintained in accordance with this Act is sufficient proof of the facts recorded in it, in the absence of evidence to the contrary.

 

5) Unless all the shares of a company rank equally for all purposes, the company’s shares, or each class of shares, and any other securities, must be distinguished by an appropriate numbering system.