TRADE & LEGAL

COMPANY REGISTRATIONS AND COMPLIANCE SOLUTIONS

• Formation and registration of public, private and not for profit companies
• Formation, amendments and registration of trusts
• Amendments to company information and lodgement to CIPC
• Electronically maintain statutory records and registers required in terms of the Companies Act, 2008

• Lodge Annual Returns and financial statements to CIPC
• Prepare written director and shareholder resolutions
• Meeting Management, inclusive of drafting agendas, preparing meeting packs, attending meetings, drafting minutes and action reports
• Maintain directors declarations in terms of section 75(5) of the Companies Act

• Convert companies and close corporations
• Deregister and voluntary liquidate companies
• Reinstate deregistered companies

• Draft and amend Memorandums of Incorporation
• Draft Board Charters and Terms of Reference for board and committees
• Provide guidance in terms of statutory and regulatory requirements

Duties, responsibilities and powers of Directors:

1) Duties of the Director Section 67 (the Act and common law)

A director (also a prescribed officer and board committee member) must:

Fiduciary duties

1. To exercise with care and skill that would be expected of a person in that position
2. Not use corporate property info or opportunities for personal gain
3. Exercise independent judgment in decision making
4. Duty to exercise unrestrained discretion
5. Exercise powers for their proper purpose for which they were conferred
6. To act only under available powers
7. Act solely in the interest of the company and in good faith
8. The duty to prevent any conflict of interest

• Duty to disclose any interest in a contract with the company
• Duty to account for secret profits
• Duty not to misappropriate corporate opportunities
• Duty not to improperly compete with the company

1. Duties as per MOI (Memorandum of Incorporation)
2. Not use the position of director, or any information obtained while acting in the capacity of a director

• to knowingly cause harm to the company or a subsidiary of the company
• To gain an advantage for himself or any person other to the company or a wholly owned subsidiary

1. Communicate to the board any information that comes to the directors’ attention unless the info is immaterial or generally available to the public or known to the other directors or the director is not bound to disclose the info by reason of confidentiality
2. If a company does not meet the solvency and liquidity test (Section 4) it may not enter into certain corporate actions (Duty of director)
3. If a company is financially distressed it may potentially be obliged to initiate business rescue proceedings or is obliged to furnish written notice to all affected persons of the fact and stating the reasons for not applying for business rescue. (Duty of director)

If a company is not liquid it may be required to cease (Section 22(3))

2) Rights of directors

1. Participate in the strategic management of the company and attend and vote at board meetings
2. Take independent professional advice at the expense of the company
3. Inspect the company’s accounting records, assisted by an accountant
4. To receive reasonable notice of meetings
5. To claim reimbursement for expenses incurred
6. To discharge duties without interference from co-directors

3) Powers of directors

1. Section 15 – to make rules relating to the governance of the company
2. Section 21 – to ratify pre-incorporation contracts
3. Section 38 – to issue shares
4. Section 44 – may authorize financial assistance for the subscription of securities (with prior special resolution approval)
5. Section 45 – loans or other financial assistance to directors and inter or inter-related companies (with prior special resolution approval)
6. Section 46 – authorisation of any distributions
7. Section 48 – may authorise share buy backs
8. Section 66 – unfettered powers to manage the company
9. Section 120 – to resolve to institute business rescue proceedings

By providing you with a comprehensive statutory and company secretarial service, we add value to your company, leaving you free to focus on the prosperity of your business while secure in the knowledge that your company is compliant and your affairs are in order.

Company Registrations and Compliance

TRADE & LEGAL is equipped to ensure that the statutory records of your entity or client entity complies with the requirements of the Companies Act by providing any of the following requested services:

• Registration of companies, providing shelf companies and attending to statutory changes thereto.
• Conversion of Close Corporations to private companies or public companies.
• Maintaining the statutory registers and minute books at our offices.
• Restructuring of groups of companies.
• Appointment/resignation of directors, public officers, company secretaries, etc.
• Transferring shares, allotment of shares, issuing of share certificates and the payment of the Securities Transfer Tax to the South African Revenue Service through E-Filing.
• Special resolutions relating to changes to the Memorandum and Articles of Association such as name changes, adoption of the new Memorandum of Incorporation (MOI), increase of the share capital and the conversion from par value to no par value shares and the creation of preference shares for SPV purposes.

• Acquisition of shares by the company.
• Changing the financial year-end of the Company.
• Appointing/resigning the auditor of the Company.
• Changing the registered office and postal addresses of the Company.
• Attending meetings of the Directors and the taking of the minutes.
• Attending Annual General Meetings and acting as an independent scrutineer and assisting in the compilation of the proxy register, vote reconciliation and the taking of minutes of the meeting.
• Submission of CIPC annual returns and if so required, the cancellation of the deregistration process.
• Deregistration of companies.
• Director training on the duties and responsibilities of Directors.
• Director training on the King Code of Governance Principles for South Africa 2016 (“King IV”).