Companies Act, 2008 (Act No. 71 of 2008)Chapter 3 : Enhanced Accountability and TransparencyPart B : Company secretary86. Mandatory appointment of company secretary |
| (1) | A public company or state-owned company must appoint a company secretary. |
| (2) | Every company secretary, irrespective of whether the appointment is made as required by subsection (1) or in terms of a requirement in a company's Memorandum of Incorporation, as contemplated in sections 34(2) and 84(1)(c)(ii), must- |
| (a) | have the requisite knowledge of, or experience in, relevant laws; and |
| (b) | be a permanent resident of the Republic, and remain so while serving in that capacity. |
| (3) | The first company secretary of a public company or state-owned company may be appointed 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. |
| (3A) | The first company secretary of a company that is required only in terms of its Memorandum of Incorporation to appoint a company secretary as contemplated in sections 34(2) and 84(1)(c)(ii), must be appointed- |
| (a) | in accordance with subsection (3), if the requirement to appoint a company secretary applies to that company when it is incorporated; or |
| (b) | within 40 business days after the date on which the requirement first applies to the company, by either- |
| (i) | the directors of the company; or |
| (ii) | an ordinary resolution of the holders of the company's securities |
| (4) | Within 60 business days after a vacancy arises in the office of company secretary, the board must fill the vacancy by appointing a person whom the directors consider to have the requisite knowledge and experience. |