Companies Act, 1973 (Act No. 61 of 1973)

Chapter VIII: Directors

Number and Appointment

211. Consent to act as director or officer
Purchase cart Previous page Return to chapter overview Next page

 

 

1)Any person who, before the issue of a certificate to commence business, is appointed as a director or officer of a company having a share capital, shall-
a)before such certificate is issued, sign and lodge with the company his written consent to act as such a director or such an officer, on a duly completed prescribed form containing the particulars prescribed by the Minister by regulation; and
b)in the case of a director, either in the memorandum of the company subscribe for a number of shares not less than the number, if any, required to be held by a director thereof as qualification shares, or sign and lodge with the Registrar a contract in the prescribed form in writing to subscribe for or otherwise acquire such shares.

 

2)For the purposes of this section "qualification shares" means the qualification shares required to be held on appointment to the office of director or within a period determined by reference to the time of appointment.

 

3)Any person who is appointed as a director or officer of a company at any time after it has become entitled to commence business, shall within twenty-eight days after the date of such appointment or within such further period as the Registrar, on good cause shown and on payment of the prescribed fee, may allow, lodge with the company his written consent to such appointment on the prescribed form referred to in subsection (1) (a), duly completed and signed by him: Provided that the provisions of this subsection shall not apply to the reappointment of a retiring director.

 

4)Failure to comply with the provisions of subsection (1) or (3) shall not affect the validity of an appointment.

 

5)This section shall not apply in respect of any person deemed to be a director under section 208(2).

 

6)Any person appointed as a director or officer of a company in the circumstances referred to in subsection (1) or (3), who fails to comply with the applicable provisions of those subsections, shall be guilty of an offence.

 

7)Any company which publishes, whether in non-electronic or electronic format, and every director or officer of the company who knowingly is a party to the publication of, the name of any person as a director of the company when such person is not a director or has not validly been appointed as director of the company, shall be guilty of an offence.