Section 25 of the Companies Act No 71 of 2008 (‘the Act’) requires that Company records must always be accessible at the registered office of the Company. The registered address of the Company needs to be the address from where the Company is trading from and not the address of the Accounting Officers or Auditors on record.
If the Company records are not kept at the premises from which the Company operates i.e. registered address, this address will be regarded as ‘another location’ and then a notice must be filed with CIPC indicating the address where it is kept in the form of a CoR 22 application (i.e., Statutory Address).
Please refer to Section 24 of the Act which sets out a list of records that must be kept for safekeeping statutory address of the Company.
ALL documents and records as mentioned above must be kept in written form. Alternatively, it must be kept in a manner that allows that information to be converted into written form within a reasonable time (Section 24(1)(a) of the Companies Act).
A notice of the location of the company records must be filed with the CIPC if the company records are not kept at its trading premises i.e. registered address (Section 25(2) of the Companies Act).
FHBC (Wellington) (Pty) Ltd (‘FHBC’) would like to offer its clients the option of acting as the Statutory address for all company records as stipulated in the Act. This will entail that each company will need to lodge the following documents with CIPC indicating FHBC as the statutory address:
The Statutory address includes the preparation and signing/collection of the following documentation:
- COR22: “Notice of Location of Company Records”;
- Resolution signed by the board of the company;
- Certified copy of ID of Applicant (Customer – FHBC);
- Certified copies of ID`s of all Directors/Members.
When FHBC’s address are used as statutory address, FHBC will be able to perform the following ad hoc services as required and requested by the client –
- Providing of FICA documentation (i.e., confirmation of shareholding, directors, registered address etc) as and when requested by 3rd parties.
- Amendment of the security and company register as and when required.
(N.B. The above ad hoc services will be charged a separate fee as agreed upon).
The advantage to the client of using FHBC as the statutory address is that FHBC will then be able to provide the client with complete, up-to-date, and accurate company secretarial records at all times and upon request, and the onus rests on FHBC to make sure that the entity’s records are up to date at all times.
When FHBC’s address is not used as statutory address, FHBC will only be able to perform the above services upon receiving the most up to date information from the client as required to perform these additional services.
It is important to note that when FHBC’s address is not used as the statutory address, the onus will be on the client to update company records, for example shareholding, address or director appointments, in order to make sure that the entity’s company and share register are up to date at all times. FHBC will not be able to take responsibility for updating the register if they do not have access to the latest most accurate information.
FHBC would like to offer the following 2 options to its clients:
Option 1: Use FHBC address as Statutory Address
- The client elects to make use of the address of FHBC to store all the company records.
Option 2: The client will not make use of FHBC address and will store its own records
- The client elects to keep its own company records. FHBC will hand over the company records to the client and will upon collection scan in all the documents to have an electronic version of the file up until date of collection by the client.
N.B. After collection of the relevant documents by the client, it shall be the client’s own responsibility to keep their company register and company records safe, secure, accessible, and up to date. FHBC will take no responsibility for the upkeep and accuracy of the records after the records have been handed over to the client. FHBC shall continue to provide secretarial services to the client upon its request. The client shall also be obliged to observe and comply with the statutory retention periods of all company records, as prescribed by the Companies Act and applicable regulations.
If you have any enquiries, please do not hesitate to contact Arné Bester at arne@fhbc.co.za
Source Reference:
Companies Act Sections 24 and 25