Chapter 3: Enhanced Accountability and Transparency
Part B: Company secretary

s86: Mandatory appointment of company secretary

  • (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
        • (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.
                    • (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.

                      Related Sections

                      s34: Additional accountability requirements for certain companies
                      s84: Application of Chapter

                      Related Regulations

                      No related regulations.

                      Related Notes

                      No related note.

                      Related Forms

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