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

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

59. Record date for determining shareholder rights

 

 

1) The board of a company may set a record date for the purpose of determining which shareholders are entitled to—
a) receive notice of a shareholders meeting;
b) participate in and vote at a shareholders meeting;
c) decide any matter by written consent or electronic communication, as contemplated in section 60;
d) exercise pre-emptive rights, as contemplated in section 39;
e) receive a distribution; or
f) be allotted or exercise other rights.

 

2) A record date determined by the board in terms of subsection (1)—
a) may not be—
i) earlier than the date on which the record date is determined; or
ii) more than 10 business days before the date on which the event or action, for which the record date is being set, is scheduled to occur; and
b) must be published to the shareholders in a manner that satisfies any prescribed requirements.

 

3) If the board does not determine a record date for any action or event, the record date is—
a) in the case of a meeting, the latest date by which the company is required to give shareholders notice of that meeting; or
b) the date of the action or event, in any other case,

unless the Memorandum of Incorporation or rules of the company provide otherwise.