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

Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part E : Securities Registration and Transfer

32. Company securities registers

 

 

See section 50 (1)(b)

 

(1) The securities register of a profit company required in terms of section 24 (4)(a), read with section 50 (1)(b), must be kept in one of the official languages of the Republic, and must comprise—
(a) for every class of authorised securities, a record of—
(i) the number of securities authorised, and the date of authorisation;
(ii) the total number of securities of that class that have been issued, reacquired or surrendered to the company; and
(iii) the number of issued securities of that class that are held in uncertificated form;
(b) in respect of every issuance, re-acquisition or surrender of securities of any particular class, entries showing—
(i) the date on which the securities were issued, re-acquired or surrendered to the company;
(ii) the distinguishing number or numbers of any certificated securities issued, re-acquired or surrendered to the company;
(iii) the consideration for which the securities were issued or re-acquired by, or surrendered to the company; and
(iv) the name of the person to, from or by whom the securities were issued, re-acquired or surrendered, as the case may be; and
(v) in the case of uncertificated securities, a unique identifying number of the person to, from or by whom the securities were issued, re-acquired or surrendered, as the case may be;
(c) for every class of authorised securities, at any time—
(i) the number of securities of that class that are available to be issued; and
(ii) the number of securities of that class that are the subject of options or conversion rights which, if exercised, would require securities of that class to be issued.

 

(2) In addition to the information otherwise required, the company's securities register must also include in respect of each person to whom the company has issued securities, or to whom securities of the company have been transferred—
(a) the person's—
(i) name and business, residential or postal address, as required by section 50 (2)(b)(i); and
(ii) the person's email address if available, unless the person has declined to provide an email address;
(b) an identifying number that is unique to that person;
(c) in respect of each issue of securities to that person, the consideration for which the securities were issued, as determined by the company's board in terms of section 40; and
(d) in respect of each issue or transfer of securities to that person—
(i) the date on which the securities were issued or transferred to the person;
(ii) the number and class of securities issued or transferred to the person;
(iii) the distinguishing number or numbers of the securities issued or transferred to the person, if the securities are held in certificated form;
(e) the date on which any securities that had been issued or transferred to the person were subsequently—
(i) transferred by that person, or by operation of law, to another person; or
(ii) re-acquired by, or surrendered to, the company in terms of any provision of the Act or the Memorandum of Incorporation; and
(f) at any time, the total number of securities of that class held by the person.

 

(3) If a company contemplated in section 56 (7) has received any disclosure of a beneficial interest referred to in that section, the securities register of that company, despite any additional requirements that may be imposed by a central securities depository, must also include—
(a) a record of all such disclosures, including the following information for any securities in respect of which a disclosure was made—
(i) the name and unique identifying number of the registered holder of the securities;
(ii) the number, class and in the case of certificated securities, the distinguishing numbers of the securities; and
(iii) for each person who holds a beneficial interest in the securities, the extent of the person's interest in the securities, together with that person's—
(aa) name and unique identifying number;
(bb) business, residential or postal address;
(cc) email address if available, unless the person has declined to provide an email address.

 

(4) The securities register required to be kept by the Act and this regulation must be kept in such a manner as—
(a) to provide indexed access to all relevant entries for any one person;
(b) to provide adequate precautions against—
(i) theft, loss or intentional or accidental damage or destruction; and
(ii) falsification; and
(c) to facilitate the discovery of any falsification.

 

(5) If a company's securities register is kept in electronic form, the company and, in the case of an uncertificated securities register, the relevant Participant or Central Securities Depository, as the case may be, must—
(a) provide adequate precautions against loss of the records as a result of damage to, or failure of, the media on which the records are kept; and
(b) ensure that the records are at all times capable of being retrieved to a readable and printable form, including by converting the records from legacy to later systems, storage media, or software, to the extent necessary from time to time.

 

(6) In so far as the identity number and e-mail address of a person may be entered into a register kept under this regulation, such information may, at the instance of the company, Central Securities Depository or relevant Participant as the case may be, be regarded as confidential.

 

(7) Any entry in a securities register pertaining to a person who has ceased to hold securities of the company may be disposed of seven years after that person last held any securities of the company.