CIPC

Share certificates

When a company is registered, shares are automatically issued. These shares have to be allocated and share certificates issued to the holder/s of these shares.

What are the roles of directors and shareholders?

Directors are seen as employees of the company. Section 68(2) of the companies act deals with the appointment of directors. It stipulates that directors are to be appointed by entities who have a voting right, i.e the shareholders. The standard memorandum of incorporation of companies stipulate that directors are appointed for an indefinite term. Shareholders are ultimately the owners of the company. Therefor it is important to issue share certificates when a company is registered. The fact that a person is indicated as a director on the company documents(COR14.3) does not automatically mean that he is a shareholder. Shareholders also have to vote on how the accumulated profit is distributed etc.

Share certificates are not filed at the CIPC or anywhere else, copies are kept at the company office along with a share register. To read more regarding the duties of directors, click here.

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