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

Chapter 3 : Enhanced Accountability and Transparency

Part B : Company secretary

86. Mandatory appointment of company secretary

 

 

1) A public company or state-owned company must appoint a company secretary.

 

2) Every company secretary, irrespective of whether the appointment is made as required by subsection (1) or in terms of a requirement in a company's Memorandum of Incorporation, as contemplated in sections 34(2) and 84(1)(c)(ii), must-
a) have the requisite knowledge of, or experience in, relevant laws; and
b) be a permanent resident of the Republic, and remain so while serving in that capacity.

 

3) The first company secretary of a public company or state-owned company may be appointed by-
a) the incorporators of the company; or
b) within 40 business days after the incorporation of the company, by either—
i) the directors of the company; or
ii) an ordinary resolution of the holders of the company’s securities.

 

3A) The first company secretary of a company that is required only in terms of its Memorandum of Incorporation to appoint a company secretary as contemplated in sections 34(2) and 84(1)(c)(ii), must be appointed-
a) in accordance with subsection (3), if the requirement to appoint a company secretary applies to that company when it is incorporated; or
b) within 40 business days after the date on which the requirement first applies to the company, by either-
i) the directors of the company; or
ii) an ordinary resolution of the holders of the company's securities

 

4) Within 60 business days after a vacancy arises in the office of company secretary, the board must fill the vacancy by appointing a person whom the directors consider to have the requisite knowledge and experience.