Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

59. Record date for determining shareholder rights

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(1)The board of a company may set a record date for the purpose of determining which shareholders are entitled to—
(a)receive notice of a shareholders meeting;
(b)participate in and vote at a shareholders meeting;
(c)decide any matter by written consent or electronic communication, as contemplated in section 60;
(d)exercise pre-emptive rights, as contemplated in section 39;
(e)receive a distribution; or
(f)be allotted or exercise other rights.

 

(2)A record date determined by the board in terms of subsection (1)—
(a)may not be—
(i)earlier than the date on which the record date is determined; or
(ii)more than 10 business days before the date on which the event or action, for which the record date is being set, is scheduled to occur; and
(b)must be published to the shareholders in a manner that satisfies any prescribed requirements.

 

(3)If the board does not determine a record date for any action or event, the record date is—
(a)in the case of a meeting, the latest date by which the company is required to give shareholders notice of that meeting; or
(b)the date of the action or event, in any other case,

unless the Memorandum of Incorporation or rules of the company provide otherwise.