Company Secretarial Services

The person appointed as company secretary must, in the opinion of the directors, have the requisite knowledge and experience to carry out the duties of a company secretary of a public company.

So what qualifications and experience do we have?

Qualifications: Sascha Ramirez-Victor is a qualified Company Secretary, Attorney, Conveyancer and Notary Public, giving our firm the competitive edge in researching, understanding and implementing legislation. Sascha is also an expert on the Companies Act 71 of 2008 holding a certificate in corporate law (in addition to her other qualifications).

Experience: Sascha has been appointed as an outsourced company secretary for private and listed companies since 2016.

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Does your company need a company secretary?

According to the Institute of Directors: “The company secretary has a key role to play in ensuring that board procedures are both followed and regularly reviewed. The chairman and the board will look to the company secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. All directors should have access to the advice and services of the company secretary and should recognise that the chairman is entitled to strong support from the company secretary in ensuring the effective functioning of the board”

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How we can help you.

At Ramirez Attorneys we assist with:

  • Company registrations at CIPC
  • Amendments to companies and closed corporations with CIPC
  • Drafting and amendments of shareholders agreements
  • Specialised Memorandums of Incorporations.
  • Advising on the Companies Act and other relevant legislation.
  • Planning of board and committee meetings for the year
  • Drafting of agendas
  • Attending meetings
  • Drafting and distribution of the minutes.
  • Planning the Annual General Meetings
  • Preparation of the integrated report with annual financial statements
  • Advising on JSE reporting requirements
  • Advising on King IV

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Frequently Asked Questions

What is a company secretary?

A company secretary is the administrative officer of the company and assists the board of directors in implementing their decisions ensuring compliance with statue and regulations applicable to the company.

What is the role of the company secretary?

The role and responsibility of the company secretary is outlined in Section 88(1) – (2) of the Companies Act 71 of 2008 (“the Act”) and can be summarised as follows to include but is not limited to:

  • Providing the directors with guidance as to their duties, responsibilities and powers;
  • Making the directors aware of any law relevant to or affecting the company;
  • Reporting to the company’s board any failure on the part of the company or a director to comply with the Memorandum of Incorporation (MOI) or rules of the company or the Act;
  • Ensuring that minutes of all shareholders’ meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded;
  • Certifying in the company’s annual financial statements whether the company has filed required returns and notice in terms of the Act, and whether all such returns and notices appear to be true, correct and up to date;
  • Ensuring that a copy of the company’s annual financial statements is sent, in accordance with the Act, to every person which is entitled to it;
  • Carrying out the functions of a person designated in terms of Section 33(3) of the Act.

As the company secretary is an officer of the company to ensure good governance, the board of directors should ensure that the powers required by the secretary to perform this role should not be restricted. The ultimate responsibility to comply with statutory and regulatory obligations remains with the board of directors; the function of the secretary is to assist the board in meeting these obligations.

Does the law require your company to appoint a company secretary?

The Act prescribes that all public and state-owned companies must have a company secretary, however, it is good practice for large private companies to also consider appointing a suitably qualified company secretary to ensure that the board and directors fulfill their statutory requirements and to meet the demanding standards of corporate governance now required of companies.

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Fee: What does it cost?

We have set out details of our services and fees (excluding VAT) as follows:

Offering 1: Company Secretary - Limited Service Retainer (R15 000 per month, VAT excluded)

The limited service retainer includes the following:

  1. Performing company secretarial duties including:
    • Providing directors with guidance as to their duties, responsibilities and powers
    • Making directors aware of all law and legislation relevant to or affecting the company
    • Correspondence with directors and other committee members
    • Ensuring that the minutes of all shareholders’ meetings, directors’ meetings and the board committee meetings are properly recorded
    • Certifying in the annual financial statements that the company has complied fully with the Companies Act, No. 71 of 2008 (“the Act”)
  2. Lodgement with CIPC of annual financial statements and interim reports.
  3. Attendance at quarterly board meetings and committee meetings including remuneration, audit, risk and nomination committee meetings (limited to 6 (Six) meetings in total).
    Includes:
  • traveling time
  • Preparation of agenda
  • attendance at meeting
  • preparation of minutes
  • correspondence, comments on minutes, stationery, etc.
  • Annual General Meetings (excluding General Meetings) including:
    • shareholders lists for quorum and voting purposes
    • chairman’s preparation
    • traveling time
    • attendance at meeting
    • preparation of minutes
    • distribution of minutes to relevant parties for comments
    • finalisation of minutes
    • distribution of minutes to all board members
    • correspondence with shareholders and scrutineers
  • Review of interim and annual financial statements including:
    • signing of secretaries declaration
    • preparation, drafting and reviewing of corporate governance and statutory reports, including directors’ report, directors responsibility statement and audit committee report
    • preparation of notice of annual general meeting and requisite resolutions in compliance with JSE Listings Requirements and the Act
    • assistance with preparation of shareholder analysis for annual report.
  • General correspondence with third party advisors including sponsor/designated advisor, transfer secretaries and auditors.
  • Advice to directors and other employees from time to time in respect of compliance with the Act and JSE Listings Requirements.

Services not specified in this quote will be charged at the ad-hoc costs attached hereto as Annexure “A”. If regularising of records is required or additional work not itemised under Annexure “A”, this will be charged at an hourly rate which is R2 000.00 per hour. The limited service retainer does not include any work on circulars, for subsidiary companies or disbursements and annual return fees as gazetted by CIPC.

Offering 2: Company Secretary – Full Service Retainer (R25 000 per month, VAT excluded)

The limited service retainer includes the following:

  1. Performing company secretarial duties including:
    • Providing directors with guidance as to their duties, responsibilities and powers
    • Making directors aware of all law and legislation relevant to or affecting the company
    • Correspondence with directors and other committee members
    • Ensuring that the minutes of all shareholders’ meetings, directors’ meetings and the board committee meetings are properly recorded
    • Certifying in the annual financial statements that the company has complied fully with the Companies Act, No. 71 of 2008 (“the Act”)
  2. Lodgement with CIPC of annual financial statements and interim reports.
  3. Attendance at quarterly board meetings and committee meetings including remuneration, audit, risk and nomination committee meetings (limited to 6 (Six) meetings in total).
    Includes: 

    • traveling time
    • Preparation of agenda
    • attendance at meeting
    • preparation of minutes
    • correspondence, comments on minutes, stationery, etc.
  4. Annual General Meetings (excluding General Meetings) including:
    • shareholders lists for quorum and voting purposes
    • chairman’s preparation
    • traveling time
    • attendance at meeting
    • preparation of minutes
    • distribution of minutes to relevant parties for comments
    • finalisation of minutes
    • distribution of minutes to all board members
    • correspondence with shareholders and scrutineers
  5. Review of interim and annual financial statements including:
    • signing of secretaries declaration
    • preparation, drafting and reviewing of corporate governance and statutory reports, including directors’ report, directors responsibility statement and audit committee report
    • preparation of notice of annual general meeting and requisite resolutions in compliance with JSE Listings Requirements and the Act
    • assistance with preparation of shareholder analysis for annual report.
  6. General correspondence with third party advisors including sponsor/designated advisor, transfer secretaries and auditors.
  7. Ensuring compliance with the JSE Listing Requirements by project managing this and obtaining relevant information from a specific department of the issuer and, where necessary, obtaining the approval of sponsor/designated adviser and advising investor relations supplier.
  8. Disbursements for correspondence with transfer secretaries, sponsor and auditors, directors and committee members from time to time. Includes:
    • telephone calls
    • faxes
    • e-mail; and
    • photocopies
  9. General JSE compliance obligations in respect of directors’ dealings announcements and announcements advising of changes to board includes:
    • drafting of announcements
    • acquiring sponsor approval
    • SENS approval and dissemination; and
    • filing of announcement with company records
  10. Applications for listing of additional shares. Includes:
    • drafting of application letter
    • correspondence with sponsor
    • transfer secretaries and the JSE; and
    • lodgement of application with the JSE
  11. Allotment of shares. Includes:
    • drafting of resolution
    • completion and lodgement of documents; and correspondence with shareholder(s) where applicable.
  12. Drafting and circulation of ad-hoc round robin resolutions.
  13. Advice to directors and other employees from time to time in respect of compliance with the Act and JSE rules and regulations.
  14. Changes to the board of directors and sub-committee members.
  15. Company secretarial work required in connection with circulars issued by the company.

The only exclusions to this quote are subsidiaries, disbursements respect of stamp duty on lodged items and annual return fees as gazetted by CIPC.

Fixed and Capped fees

Registration of a new company

R2 000.00

Includes:

  • Registration with CIPC – E-Lodgement
  • Name Reservation with CIPC
  • Standard MOI

Name reservation with CIPC only

R750

 

Annual secretarial fee

R3 000.00

Includes:

  • Acting as company secretary
  • Liaison with shareholders and directors
  • Statutory audit
  • Annual General Meeting
  • Lodging of financial statements and CoR30.2’s with CIPC

Change of registered address of company

R750.00

Includes:

  • Resolution
  • Notifying Registrar of Companies (E-Lodgment of CoR21)

Appointment and resignation of director

R850.00

Includes:

  • Resolution
  • Notifying Registrar of Companies of appointment and resignation
  • Form of consent to act as director
  • Updating register of directors

For the appointment of two or more directors, an additional fee of R200.00 will be payable, irrespective of the additional number of directors appointed.

 

Appointment and resignation of public officer

R650.00

Includes:

  • Resolution
  • Form of consent (CoR39)
  • Notifying Registrar of Companies (E-Lodgment of CoR39)

Board meetings, AGM, general meetings, committee meetings

R5 500.00

Includes:

  • Drafting of Agenda
  • Travelling time if outside Pretoria area
  • Attendance at meeting
  • Preparation and circulation of minutes, including incorporation of any amendments
  • Correspondence relating to meeting

Document recovery from CIPC

R1 000.00

 

Transfer of shares

R1 500.00

Includes:

  • Resolution
  • Notifying the Registrar of Companies, if applicable
  • Updating the Register of members
  • Updating the Register of allotments
  • Arranging for the issue of shares and share certificates (excluding securities transfer tax)

Allotment of shares

R2 000.00

Includes:

  • Resolution
  • Notifying the Registrar of Companies, if applicable
  • Updating the Register of members
  • Updating the Register of allotments
  • Arranging for the issue of shares and share certificates

Change of company auditors

R750.00

Includes:

  • Resolution
  • Lodging of forms with the Registrar of Companies (CoR44)
  • Updating of contents of register of directors and auditors

Change in financial year end

R750.00

Includes:

  • Resolution
  • Notifying the Registrar of Companies
  • Notifying the South African Revenue Services

Change of address of a director

R500.00

Includes:

  • Resolution
  • Notifying Registrar of Companies of change (E-Lodgment)
  • Updating contents of register of directors (CoR39)

Restoration of companies in final deregistration

R1 000.00

 

Renewal of annual returns with CIPC

R600.00

Includes:

  • Arrangement of payment into our bank account
  • e-Lodgment of annual return
  • Confirmation of lodgment received and filed with secretarial records.

Change of name

R2 000.00

Includes:

  • Resolution
  • Lodging of requisite forms with Registrar of Companies including:
    • Name reservation (CoR9.1)
    • Special resolution
    • Certificate of change of name (CoR14.3)
    • Arranging for a bona fide substitution share certificate for company records

Change to memorandum of incorporation

R2 500.00

Includes:

  • Special Resolution
  • Lodgment with CIPC

Deregistration of company

R2 000.00

Includes:

  • Board resolution approving the deregistration
  • Application letter for deregistration
  • Copies of documents to be obtained from client:
    • Copies of Directors ID
    • Tax clearance certificate

This process can take between 3 and 4 months.

 

For a full range of what our service offerings include as well as our ad hoc services please consult our fees structure page.

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