Right of access to company records is often raised as an important issue by third parties. Questions such as:
- which company information must be made available,
- who are those persons who may gain access, and
- the procedures to follow to obtain the information.
The Companies Act is quite clear on this matter and unless a court grants such access to investigative authorities on the basis of suspected criminal activities, only defined persons may have such access.
Also see our related commentary regarding the registered office and the records to be maintained by a company at such office.
Company records – right of access
The Companies Act 2008 states:
Section 26(1) – a person who holds or has a beneficial interest in any securities issued by a profit company, or who is a member of a NPC, has a right to inspect and copy, without charge, the information contained in any of its records mentioned in Section 24(3) and (4), other than its accounting records, the minutes and resolutions of its directors, directors committees and audit committee and, if applicable, the records of its company secretary and auditor.
Section 26(2) – any member of the public has a right to inspect or copy the securities register of a profit company, or the members register of a NPC that has members, or the register of directors of a company.
The MOI may establish additional information rights of any person relating to his/her right of access to a company records, or with respect to any information pertaining to the company. No such right may negate or diminish any mandatory protection of any record required by or in terms of Part 3 of the Promotion of Access to Information Act, 2000 (“PAI Act).
Section 26(4) – a person may exercise the aforesaid rights –
- for a reasonable period during business hours;
- by direct request to the company, either in person or through an attorney or other personal representative designated in writing. Such person must deliver to the company a completed Form CoR 24 and any further documents required in terms of the PAI Act. Where a company receives such a request, it must accede to the request within 14 business days; or
- in accordance with the PAI Act.
An excellent article outlining your rights to and remedies available in respect of access to a company’s records appears on the VDMA website.