Categories
COSEC

Is a partnership or a juristic person permitted to be appointed as a company secretary?

Chapter 3 – Question 14

Written by Dr. Adv. Leigh Hefer & Jayne Hunter-Rhys. COMPANY SECRETARY’S HANDBOOK (2021). Published by Genesis Corporate Services.

  1. A partnership or a juristic person may be appointed to hold the office of company secretary, provided that every partner or employee of that partnership, or every employee of that juristic person who provides company secretary services, is not disqualified to be a director of a company.
  2. A person is disqualified to be a director of a company if:
    • 2.1 a Court has prohibited that person to be a director, or declared the person to be delinquent in terms of section 162 of Act 2008, or in terms of section 47 of Close Corporations Act 69 of 1984;
    • 2.2 the person:
      • 2.2.1 is an unrehabilitated insolvent;
      • 2.2.2 is prohibited in terms of any public regulation to be a director of the company;
      • 2.2.3 has been removed from an office of trust on the grounds of misconduct involving dishonesty;
      • 2.2.4 has been convicted, in the Republic of South Africa or elsewhere, and imprisoned without the option of a fine, or fined more than the prescribed amount, for theft, fraud, forgery, perjury or an offence:
        • 2.2.4.1 involving fraud, misrepresentation or dishonesty;
        • 2.2.4.2 in connection with the promotion, formation or management of a company, or in connection with any action contemplated in section 69(2) or section 69(5) relating to ineligibility, disqualification or being placed under probation;
        • 2.2.4.3 under Companies Act 71 of 2008, the Insolvency Act 24 of 1936, Close Corporations Act 69 of 1984, the Competition Act 89 of 1998, the Financial Intelligence Centre Act 38 of 2001, the Securities Services Act 36 of 2004 or Chapter 2 of the Prevention on Combating of Corruption Activities Act 12 of 2004.
  3. A disqualification in terms of clause 2.2 ends on the later of five years after the date of removal from office, or the completion of the sentence imposed for the relevant offence, or at the end of one or more extensions, as determined by a Court from time to time, on application by the Commission.
  4. In addition to clause 1 above, a partnership or a juristic person may be appointed to hold the office of a company secretary, provided that at least one partner or employee of that partnership, or one employee of that juristic person, has the requisite knowledge of and experience in relevant laws and is a permanent resident of the Republic of South Africa and remains a permanent resident while serving in the capacity of the company secretary.
    Source: Sections 87, 162 of Companies Act 71 of 2008; section 47 of Close Corporations Act 69 of 1984

Hard copy and E-Book Publications for the Professionals, Company Secretaries, Company Directors and Prescribed Officers, Members of CCs, Business Owners, Lecturers and Students on various business, compliance and legislative topics.