Page 63 - Profmark_2024_Directors Guide

Important Definitions in the Act
Accounting Records means information in written or electronic form concerning the financial
affairs of a company as required in terms of this Act, including but not limited to, purchase
and sales records, general and subsidiary ledgers and other documents and books used in the
preparation of financial statements.
Related and inter-related persons, and control: A related person is: (a) an individual is
related to another individual if they (i) are married, or live together in a relationship similar
to a marriage; or (ii) are separated by no more than two degrees of natural or adopted
consanguinity or affinity. It also includes: (b) an individual who is related to a juristic person if
the individual directly or indirectly controls the juristic person (‘control is defined in Section 2(2)
of the Act; and (c) a juristic person is related to another juristic person if (i) either of them
directly or indirectly controls the other, or the business of the other or (ii) either is a subsidiary
of the other; or (iii) a person directly or indirectly controls each of them, or the business of
each of them.
Securities means for the purposes of this Act, means any shares or debentures irrespective of
their form or title, issued or authorised to be issued by a profit company.
Shareholder subject to Section 57(1) means the holder of a share issued by a company
and who is entered as such in the certificated or uncertificated securities register as the case
may be.
The General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment
Act, 2022 has amended the Companies Act, and has introduced two new definitions as
follows:
Beneficial Owner in respect of a company, means an individual who directly or indirectly
ultimately owns that company or exercises effective control of that company, including through-
(a) the holding of beneficial interests in the securities of that company; (b) the exercise of, or
control of the exercise of the voting rights associated with securities of that company; (c) the
exercise of, or control of the exercise of the right to appoint or remove members of the board of
directors of that company; (d) the holding of beneficial interests in the securities, or the ability
to exercise control, including through a chain of ownership or control, of a holding company
of that company; (e) the ability to exercise control, including through a chain of ownership
or control, of (i) a juristic person other than a holding company of that company (ii) a body
of persons corporate or unincorporate (iii) a person acting on behalf of a partnership (iv) a
person acting in pursuance of the provisions of a trust agreement; (f) the ability to otherwise
materially influence the management of that company.
Affected company means a regulated company as set out in section 117(1)(i) and a private
company that is controlled by or a subsidiary of a regulated company as a result of any
circumstances contemplated in section 2(2)(a) or 3(1)(a)

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