3.6.1 Company Secretarial Mandate
TO BE USED FOR UPLOADING BO TO THE CIPC AND ALL COMPANY SECRETARIAL WORK.
CLIENT DETAILS
RAEDENE
2124
Date 3 December 2023
Dear Client
MANDATE FOR COMPANY SECRETARIAL SERVICES FOR
ACCFIN SOFTWARE (PTY) LTD
ATTENTION MR CLIENT
Date 14 April 2023
INTRODUCTION
We are pleased to confirm our arrangement for OUR FIRM to provide your company with company secretarial services to be performed in terms of the Companies Act 2008 as amended, the CIPC rules, regulations and notices as well as current secretarial practice. Our services will also include establishing Beneficial Ownership registers in terms of all legislation where necessary. Our firm will act as your Company Secretarial Practitioner and carry out the duties of the Company Secretarial Practitioner as specified in this mandate letter. We will however not be appointed as the Company Secretary in terms of the Companies Act as it not mandatory for your firm to have a Company Secretary.
Please Note that the delegated person in our organization who will be responsible for all your CIPC filings will be MRS AB WISEMAN.
This mandate letter covers a period of one/ two /three years from the date of signature and has to be signed by an authorised director or directors in terms of a directors resolution duly signed by the directors.
If we do not have a signed copy of this mandate in our possession and a copy of the directors resolution duly signed, we will be unable to file ANNUAL RETURNS, XBRL FINANCIAL STATEMENTS, CIPC COMPLIANCE CHECK LIST, BENEFICIAL OWNERSHIP REGISTERS and any other COMPLIANCE requirements, we will not be able to do company secretarial work or file forms required by the CIPC.
Please bear in mind that the necessary filing work that has to be performed in terms of company law and the CIPC rules and regulations, has to be correct and timeously filed. If this is not done then the company exposes itself to disciplinary compliance notices by the CIPC and perhaps penalties.
POPIA
The Personal Protection of Information Act came into effect on the 1st July 2021 which deals with the collecting and processing of private information. In order to provide you with company secretarial services we require your permission to provide us with the necessary information that may fall within the definition of personal information as well as the company law acts.
We would also like to place on record that our firm has complied internally with all the provisions of the POPI act that relates to us, in regard to the processing, security and backup of your data safely. Our information officer has signed off on all the requirements.
If you require our services to help you implement the provisions of POPIA please advise us.
Please note that in the event that we are asked to resign or we resign from doing your work for any reason whatsoever it will be necessary for us to retain your records including your private information so that we can deal with any queries that arise from your company secretarial affairs until we are sure that all issues and filing as well as disputes are finalised. The signing of this mandate letter indicates that we have your permission to do that.
EFILING TERMS AND CONDITIONS
It should be noted that all CIPC returns are filed on an electronic basis using either the CIPC e-Filing system or our back-office internal company secretarial system which are subject to our terms and conditions and relevant laws and regulations. In this regard we require your mandate for OUR FIRM to register as an e-Filer on the CIPC system on your behalf. Once this is done the following terms and conditions in regard to e- Filing shall apply.
· MY FIRM the e Filer acts as a duly authorised agent on your behalf.
· You will be liable to the CIPC for the due and timeous fulfilment of all your obligations towards the CIPC.
· Any information submitted by MY FIRM to the CIPC by means of the e Filing service will be based on information received from you and you are responsible for ensuring that such information is true and correct.
· Before we submit any information to the CIPC by means of the E-filing service we will need your confirmation that the information being submitted is a true and correct reflection of what you have provided.
· MY FIRM will not be responsible for any liability imposed by the CIPC for any reason whatsoever.
· MY FIRM has disclosed the minimum conditions for the mandate to you;
· The Company Directors confirm that all liabilities, obligations and penalties due to the CIPC remain with you.
WORK TO BE PERFORMED
You have requested us to maintain your company secretarial records and comply with the Companies act 2008 as amended, with all the guides, rules and notices of the CIPC, to produce the necessary documentation for all transactions including changes in secretarial circumstances. This includes changes to the MOI, share transfers, share allotments, share conversions, share buybacks, appointment and resignation of directors, change of registered office, appointment of accounts and auditors, appointment of officers including the appointment of prescribed officers where necessary and annual returns.
Where the company is audited we will produce the CIPC compliance checklist based on the information you have provided.
We will also be responsible for producing the Share Registers and Beneficial Ownership Reports and data for uploading to the CIPC and other Regulators that require them.
We will be responsible for the production of all forms, minutes and resolutions in relation to secretarial work performed and for the filing of all forms and returns required by the CIPC.
You have requested us to assist you in the preparation and submission to the CIPC the returns according to the time specifications that the CIPC have stipulated and that we have arranged with you. We will also review related company law procedures where changes are required for correctness and assist you with responses to queries.
We will also give your firm all the necessary guidance in regard to company law in regard to the above.
We will maintain all your company secretarial records required by the companies act and regulations electronically.
It is imperative that your firm notifies us of any distributions as defined in the Companies Act so that we can ensure the correct procedures are carried out which include the following;-
· loans to directors and related companies,
· a loan or a loan for financial assistance for acquisition of shares,
· share buybacks
· payment of dividends,
· payment of the cash portion of a capitalisation issue
We would also need to know about the following Fundamental Transactions:-
· sale of the major portion of the assets of the company
· share capital restructuring
· merger or amalgamation
The work to be performed will be based on our interpretation of Company Law and Secretarial Practice and the CIPC regulations, guides and notices at the relevant time. You are advised to keep abreast of such developments and are welcome to engage our service for this purpose. We confirm that it is your responsibility to provide us with complete, reliable and accurate information in respect of your company secretarial affairs timeously in order for us to provide the required services. In the event that you miss an agreed deadline we cannot be held responsible for any penalties levied by the CIPC.
We will submit all returns according to the time specifications that the CIPC have stipulated together with all the information that we have at our disposal. We will send all forms to you prior to submission for your approval and signoff. It will be necessary for your firm to sign off on all forms before submission otherwise we will not be in a position to submit.
We will also deal with responses to queries from the CIPC and any errors identified by our review and compliance notices sent by the CIPC.
Please note currently that you have to submit an annual return 30 days from the incorporation date of the company and at the same time you may have to submit the compliance checklist if you are audited The checklist indicates compliance with company law for the year from incorporation date to incorporation date. It is now specified that Beneficial Ownership Registers and data as well as Share Registers have to be uploaded to the CIPC.
Where your company is audited it is necessary to submit Annual Financial Statements in an XBRL format as well as hold an Annual General Meeting. If there is no audit then it will be necessary to submit a Financial Accountability Statement which requires certain additional information which you have to supply to us.
Where deemed necessary in terms of legislation we will draft the beneficial ownership lists for uploading to the necessary regulator.
METHOD OF FILING It should be noted that all forms are filed on an electronic basis manually on the CIPC website, however in future provided the CIPC allows we will be filing these returns directly from our application software.
Please be advised that we will not file any of your returns unless you have signed and returned a copy of this mandate letter to us as well as a signed copy of the CIPC compliance checklist specifying the answers required by the CIPC.
It may be necessary for our staff to query some of your answers.
DIGITAL SIGNATURES
All documents that have to be submitted to the CIPC now have to be certified. We intend to do this by way of a digital signature called Signiflow which is integrated into our systems.
Your firm will have no objection to confirming and signing documents by way of digital signature which is totally integrated into our electronic systems; e.g. like this mandate and all the other secretarial forms. The importance of digital signatures is that costs are reduced and the movements of documents once they are signed is totally automatic and is guaranteed to reach our systems on time. Most important is that the signature of the documents will stand up in court as the documents are tamper proof.
We will advise you how to set up and sign the documents where the need arises.
COMPLIANCE PENALTY REGIME
You may be well aware that the CIPC now has compliance penalties which results in the event that your firm does not comply with the CIPC requirements on time or at all.
Please take note that in the event that a director knowingly files or provides the incorrect information on forms filed with the CIPC that this is an offence and could result in a penalty and/or even a jail term in terms of the Companies Act.
OUR FEE
Our fees which may be billed as the work progresses are based on the degree of responsibility and skill involved and, in the time, necessary to conduct the work plus reimbursement of our expenses and VAT.
You shall pay our fees without any right of setoff on presentation of our invoice. We will be entitled to charge interest at the prevailing overdraft rates on a monthly basis on all amounts outstanding on our fees for whatsoever reason older than 30 days from the date reflected on our invoice.
In the event that there is a damage claim against us, the damages computed cannot be more than twice the fee we charge for company secretarial services.
Without prejudice to any other rights that we may have in law we reserve the right to suspend or terminate the performance of our service or any part thereof to you immediately, at any time, without notice, should payment of any of our fees be overdue or in the event that you do not comply with our requests.
DISCLAIMER AND LIMITATION OF LIABILITY
To the extent permitted by law, OUR FIRM (including our employees, suppliers, internet service providers, partners, affiliates and agents) shall not be liable for any damage, loss or liability of any nature incurred by any person and resulting from-
1. access to the CIPC or other Regulators website;
2. access to websites linked to our service providers websites;
3. services available from the CIPC or any Regulators website;
4. service available from our service providers effecting the Filing of Forms;
5. errors by the CIPC and other Regulators and errors on their website;
6. notices not received or indicated in our systems;
Owing to the fact that the CIPC or other Regulators makes no representations, warranties or guarantees that their website shall be accessible at all times, you acknowledge that the CIPC or other Regulators website may be inaccessible due to maintenance activities or due to circumstances beyond the reasonable control of the CIPC or other Regulator, including, but not limited to virus infection, unauthorised access (hacking), power failure or other instances of force majeure beyond their reasonable control and in this case, we can’t be held liable if we cannot process your returns or payments due to any one of these occurrences.
Yours faithfully
OUR FIRM
SIGNED BY
Director _______________________
Date ___________________________________