Basic Company Law & Secretarial Practice

Friday, 6 November 2026 · 8:30 am

The company and the law behind it

From incorporation to the constitutional structure

• —Why companies exist and how a company works
• —The Companies Act 71 of 2008 and the current amended environment
• —Company versus sole proprietor, partnership and close corporation
• —The separate legal personality of a company
• —Directors, shareholders and officers — understanding their different roles
• —Responsibilities and authority
• —Introduction to corporate governance
• —Doctrine of constructive notice
• —Ring-fenced companies and why ring fencing matters
• —The Turquand Rule / indoor management rule
• —The constitutional documents of a company
• —Memorandum of Incorporation — MOI
• —Standard versus customised MOIs
• —Company rules and shareholders' agreements
• —Why pre-emptive rights become critical during shareholder disputes
• —Meetings and decisions of directors and shareholders

Attendees should be able to identify who has authority to make a company decision and which constitutional document needs to be checked before acting.

Monday, 9 November 2026

Share capital, shareholders and transactions

Get the share register right

• —What share capital actually represents
• —Authorised versus issued shares
• —No-par-value shares and existing par-value shares
• —Ordinary, preference and redeemable preference shares
• —Different classes of shares, voting and economic rights
• —What the MOI needs to say about share capital
• —Subscription for shares on incorporation
• —Allotment and issue of additional shares
• —Authority to issue shares
• —Share transfers, pre-emptive rights and transferability restrictions
• —Securities registers and share certificates
• —Beneficial interests
• —Resolutions and supporting documents for common share transactions
• —Common mistakes in company-secretarial records

Attendees should understand the difference between creating, issuing and transferring shares and be able to identify the records and approvals required.

Friday, 13 November 2026

Compliance in the real world

Beneficial ownership, resolutions, CIPC and the compliance file

• —Beneficial ownership under the Companies Act
• —Beneficial ownership versus legal ownership
• —Control through companies, trusts and other structures
• —Current CIPC beneficial-ownership requirements
• —Beneficial ownership changes and ongoing maintenance
• —Interaction between beneficial ownership and FICA obligations
• —Annual returns and beneficial ownership
• —Ordinary versus special resolutions
• —When a special resolution is required and when resolutions must be filed with CIPC
• —Electronic resolutions and electronic records
• —Auditor, independent review and compilation concepts
• —External and domesticated companies — overview
• —Essential company-secretarial records
• —CIPC compliance checklist and building an auditable file
• —Common compliance failures

Attendees should leave with a practical checklist for maintaining an ordinary private company correctly.