CSSA Best Practice Guide - Shares

The duties of a company secretary are diverse and are included in s88 of the Companies Act. As part of the company secretary’s duties, the company secretary is responsible for maintaining the company’s registers in respect of shareholders, share transfers and the allotment of shares.

Shares and share capital are one of those areas that is sometimes difficult to understand and/or apply in practice. Many queries are received from members in respect of this subject. The technical committee of the CSSA has thus taken the decision to publish this best practice guide on shares and share capital. This guide will look at the general position of shares and share capital in terms of the 2008 Companies Act (Companies Act) and will then discuss the company secretary’s role in regard to shares with some practical examples, where applicable, to assist in understanding the theory around shares and share capital.

While this document has in the main, primarily used the term “share”, it must be noted that the term securities appears in the Companies Act and stock exchange requirements and while the two terms are used interchangeably, the term “securities” includes not only shares but debt instruments as well, such as, derivative instruments, debentures, debt securities/notes and bonds.

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