COMPANIES BILL - Department of Trade and Industry

79(a)(b)the Commission may issue a notice to that company to show cause why theCommission should not proceed to convene a shareholders meeting for thepurpose of making that appointment; andif the company fails to respond to a notice contemplated in paragraph (a) or,in responding, fails to satisfy the Commission that the board will make theappointment, or convene a shareholders meeting to make the appointment,within an acceptable period, the Commission may—(i) give notice to the holders of the company’s securities of a general(ii)meeting, and convene such a meeting, to make that appointment; andassess a pro-rata share of the cost of convening the general meeting toeach director of the company who knowingly permitted the company tofail to make the appointment in accordance with this Part.(7) A company that has been given notice contemplated in subsection (6)(a), oradirector who has been assessed any portion of the costs of a meeting, as contemplated insubsection (6)(b), may apply to the Companies Ombud to set aside the notice, or theassessment, in whole or in part.51015Registration of company secretary and auditor85. (1) Every company that makes an appointment contemplated in section 84(4),irrespective of whether the company does so as required by that section or voluntarily ascontemplated in section 34(2), must—(a) maintain a record of its company secretaries and auditors, including, in respectof each person appointed as company secretary or auditor of the company—(i) the name, including any former name, of each such person; and(ii) the date of every such appointment; and(b) if a firm or juristic person is appointed—(i) the name, registration number and registered office address of that firm orjuristic person; and(ii) the name of any individual contemplated in section 90(3), if that section(c)is applicable; andany changes in the particulars referred to in paragraphs (a) and (b), as theyoccur, with the date and nature of each such change.(2) To protect personal privacy, the Minister, by notice in the Gazette, may exemptfrom the application of subsection (1)(a) categories of names as formerly used by anyperson—(a)before attaining majority, or by persons who have been adopted, married,divorced or widowed; or(b) in other circumstances prescribed by the Minister.(3) Within 10 business days after making an appointment contemplated in subsection(1), or after the termination of service of such an appointment, a company must file anotice of the appointment or termination, as the case may be, subject to subsection (4).(4) The incorporators of a company may file a notice of the appointment of thecompany’s first company secretary, auditor or audit committee as part of the company’sNotice of Incorporation.2025303540Part BCompany secretary45Mandatory appointment of secretary86. (1) A public company or state-owned enterprise must appoint a companysecretary.(2) Every company secretary must be a permanent resident of the Republic, and mustremain so while serving in that capacity, irrespective of whether the appointment ismade as required by subsection (1), or voluntarily as contemplated in section 34(2).(3) The first company secretary of a public company or state-owned enterprise may beappointed 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.5055