12.2 SECURITIES REGISTER
A profit company is required to maintain a security register. (Section 24(4)(a)). The register must reflect the current holders of shares and securities.
In South Africa there is an extensive use of a nominee system and the beneficial holder of the rights pertaining to the securities must be given to the company in question. The total number of securities held in uncertificated form must also be entered in a securities register.
Secretarial practitioners that handle smaller companies do not deal with uncertificated shares.
Strait Ltd is licensed to carry out all the uncertificated transactions for the JSE.
If the directors have the authority, they can allot shares. There is no longer any need to file forms like a CM15 which you had to do under the old act. If the directors have the authority there is no need for a special resolution in order to issue shares. It is imperative that the share records of a company are kept up to date. Where it is necessary to increase the authorised share capital this is in affect a change to the MOI and requires a special resolution or directors’ resolution where the directors have the authority. If the company still has par value shares then the procedure to convert to no par value shares in terms of Regulation 31 must be carried out.
Regulation 32 deals with the requirements of the securities register. One of the requirements are that an email and cell number of the shareholder should be entered. I don’t believe that its right as anyone has right of access and it’s a question of privacy.