07 Dec Let Us Help YOU With Your Statutory Compliance
Statutory Compliance Part 1
- Company reg docs (correct address details for company and directors)
- Share Registers
- Minutes of meetings (PTY’s)
For this month’s Blog, we are going to get a little technical and a little explanatory; we are doing a two-part series on a little thing called Statutory Compliance, What is this, you may ask?
Statutory compliance is the fulfilment of the obligations by an individual, company or firm. Statutory means “of or related to statutes,” or what we normally call laws or regulations and compliance just means to comply with or adhere to said statutes.
Now we know this might sound a little daunting, but don’t worry, that is why we are here, let us simplify matters – it just means all the company admin that you are not particularly in the mood to deal with – But WE ARE!!!
Today in our two-part series, we are going to focus on Company Registration Documents, Share Registers and Minutes of Meetings,
Company registration Documents
SO, you are opening up your own company; you have already settled on a name that you spent hours agonising over, Where to from here, well, you need to register your company on CIPC and get yourself a few things,
Three documents in total to be specific: the Certificate of Incorporation, the Memorandum of Association and Articles of Association, “I’m so confused, they all sound so similar, WHAT on earth is the difference?” Let us help…
Certificate of Incorporation,
This is your legal document or license relating to the formation of your company. It is a license to form a corporation, and it is issued by the government. The reason it is such an important document is that it demonstrates that the company has been formed at Companies House as a separate legal entity with its own identity distinct from its directors and shareholders.
Memorandum of Association
All companies must have a Memorandum of Incorporation (MOI), which sets out the rules agreed by the shareholders for the management and maintenance of the business. Private companies may be registered with a standard or a customised MOI. The standard MOI is provided by law and is integrated into the company registration process.
A customised or non-standard MOI allows shareholders to impose certain conditions or waive certain conditions.
For example, if you wanted to impose specific conditions regarding your auditing process, this may require the assistance of a legally qualified person.
Articles of Association
This forms a document that specifies the regulations for a company’s operations and defines the company’s purpose. The document lays out how tasks are to be accomplished within the organisation, including the process for appointing directors and the handling of financial records
They can cover a range of topics, not all of which is required by law
- The issuing of shares and the classes of shares
- The dividend policy and the transferability of shares
- Valuation of intellectual rights
- Day-to-day operations of the company
- The appointments of directors
- Special voting rights
- Confidentiality and founders’ agreement
The following supporting documents are required to apply for your Company Registration Documents:
- Certified identity copy of applicant;
- Certified copies of the Identity Documentsof the Directors and Incorporators, a note to remember is the fact that a passport copy is only accepted as proof of identity for non-residents of South Africa
The next point of focus is our
A shares register is a list of active owners of a company’s shares, updated on an ongoing basis. The shares register requires that every current shareholder is recorded. The Register includes each person’s name, address, and the number of shares owned. In addition, the Register can detail the holder’s occupation and its price paid. The shareholder register is fundamental to the examination of the ownership of a company, it must be constantly amended to maintain an up-to-date list of shareholders’ dividends and voting entitlement, new share certificates issued and old ones cancelled as necessary
The company’s directors are legally entitled to insist on knowing the identity of the shareholders.
If you are a shareholder, you will be issued with a share certificate which will certify the ownership of shares that you hold in that specific company.
And lastly but not least; Minutes of meetings (PTY’s)
Do your companies minutes of meetings comply with the provisions of the Companies Act (Act 73 of 2008)
Your company probably holds meetings at least once a month, which, in terms of the Companies Act, can be differentiated between:
- Meetings held by the shareholders of the company; and
- Meetings held by the directors of the company.
Keeping a record of meetings
The way of recording these discussions and decisions isto do so in writing, with these documents being referred to as the minutes of the meeting. The person who has presided over the meeting has the authority to sign the document as a correct record of the proceedings of the meeting.
Although there is no common-law requirement relating to the form in which such minutes must be kept, we advise that your company has an internal process with regard to documenting the proceedings of meetings, to ensure that there is an adequate record.
And there you have it, not too bad right?
If you need any help, we are here for you, HW Accounting – Professional Accounting Services, with a personal touch!