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

Chapter V: Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of Shares, Members and Register of Members, Debentures, Transfers, and Restrictions on Offering Shares for Sale

Members and registers of members

105. Register of members

 

 

1) Every company shall keep in one of the official languages of the Republic a register of its members, and shall forthwith enter therein-
a) the names and addresses of the members and, in the case of a company having a share capital, a statement of the shares issued to each member, distinguishing each share by its number, if any, and by its class or kind, and of the amount paid or agreed to be considered as paid on the shares of each member; and
b) in respect of each member-
i) the date on which his name was entered in the register as a member; and
ii) the date on which he ceased to be a member.

 

2) Where a company has converted any of its shares into stock, the register shall show the amount of stock held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1).

 

3) Where a company has issued share warrants-
a) it shall, on the issue of a share warrant, strike out of its register of members the name of the member then entered therein as holding the shares or stock specified in the warrant as if he had ceased to be a member and shall enter in the register--
i) the fact of the issue of the warrant;
ii) a statement of the shares or stock included in the warrant, distinguishing each share by its number so long as the share has a number; and (iii) the date of the issue of the warrant.
b) Until the warrant is surrendered, the said particulars shall be deemed to be the particulars required by this Act to be entered in the register of members, and on the surrender of the warrant, the date of the surrender shall be entered as if it were the date on which a person ceased to be a member.
c) The bearer of a share warrant shall, subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members, and the company shall be liable for any loss incurred by any person by reason of the company entering in its register the name of a bearer of a share warrant in respect of the shares or stock therein specified without the share warrant being surrendered and cancelled.

 

4) The register of members may be kept either by making entries in bound books or by recording the particulars required in any other manner, including the electronic recording of such particulars, and, in the case of a person who has ceased to be a member, also by microfilm or microcard or by miniature photographic or electronic process or by any other process which accurately reproduces and forms a durable or sustainable medium for recording and reproducing such particulars: Provided that where the register is not kept by making entries in bound books, adequate precautions shall be taken for guarding against falsification and facilitating its discovery.