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

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

57. Interpretation and application of Part

 

(1) In this Part, "shareholder" has the meaning set out in section 1, but also includes a person who is entitled to exercise any voting rights in relation to a company, irrespective of the form, title or nature of the securities to which those voting rights are attached.

 

(2) If a profit company, other than a state-owned company, has only one shareholder—
(a) that shareholder may exercise any or all of the voting rights pertaining to that company on any matter, at any time, without notice or compliance with any other internal formalities, except to the extent that the company’s Memorandum of Incorporation provides otherwise; and
(b) sections 59 to 65 do not apply to the governance of that company.

 

(3) If a profit company, other than a state-owned company, has only one director—
(a) that director may exercise any power or perform any function of the board at any time, without notice or compliance with any other internal formalities, except to the extent that the company’s Memorandum of Incorporation provides otherwise; and
(b) sections 71(3) to (7), 73 and 74 do not apply to the governance of that company.

 

(4) If every shareholder of a particular company, other than a state-owned company, is also a director of that company—
(a) any matter that is required to be referred by the board to the shareholders for decision may be decided by the shareholders at any time after being referred by the board, without notice or compliance with any other internal formalities, except to the extent that the Memorandum of Incorporation provides otherwise, provided that—
(i) every such person was present at the board meeting when the matter was referred to them in their capacity as shareholders;
(ii) sufficient persons are present in their capacity as shareholders to satisfy the quorum requirements set out in section 64; and
(iii) a resolution adopted by those persons in their capacity as shareholders has at least the support that would have been required for it to be adopted as an ordinary or special resolution, as the case may be, at a properly constituted shareholder’s meeting; and
(b) when acting in their capacity as shareholders, those persons are not subject to the provisions of section 73 to 78 relating to the duties, obligations, liabilities and indemnification of directors.

 

(5) The board of a company that holds any securities of a second company may authorise any person to act as its representative at any shareholders meeting of that second company.

 

(6) A person authorised to act as a company’s representative, as contemplated in subsection (5), may exercise the same powers as the authorising company could have exercised if it were an individual holder of securities.

 

(7) For greater certainty, this section applies to the exercise of authority within a company in respect of any matter arising in terms of this Act or a company's Memorandum of Incorporation, irrespective of whether any such particular matter is expressly addressed in this Part.