AGM in South Africa: Key Rules for Legal and Compliance Teams

The AGM in South Africa remains one of the most significant corporate governance events for companies. This guide outlines the process, timing, and responsibilities under the Companies Act 71 of 2008, helping legal, tax, and compliance professionals manage every step accurately and efficiently.

Who must hold an AGM in South Africa and by when?

Public companies and non-profit companies with voting members must hold their first AGM in South Africa within 18 months of incorporation. Every following AGM must occur at least once per calendar year, ensuring no more than 15 months pass between meetings. Private companies are exempt unless their Memorandum of Incorporation (MOI) requires one.
Because financial statements must be finalised within six months of year-end, these two timelines often align. Sections 61(7) and 30(1) set the framework for these deadlines.

Can you reschedule the AGM in South Africa?

An AGM in South Africa may only be rescheduled through postponement or adjournment after it starts. If a quorum is missing within one hour, the meeting automatically moves one week later unless the MOI specifies otherwise. A majority can also vote to adjourn, but not beyond the statutory limits. Extensions to the 15-month rule require approval from the Companies Tribunal, granted only when there is good cause. See sections 61(7) and 64.

What if the AGM in South Africa is not held on time?

Failing to hold an AGM breaches the Act. Any shareholder can apply to court to compel the company to convene it, and the company will bear the cost. The CIPC may issue compliance notices or administrative fines. Directors who ignore the requirement can face personal liability for negligence or breach of duty. Although the company’s existence remains unaffected, non-compliance damages credibility and may affect future filings.

Who calls the AGM and what notice rules apply?

The board of directors must call the AGM and decide its date, time, and place unless the MOI or a tribunal order says otherwise. Shareholders with at least 10 percent of voting rights may demand that the board convene the meeting.
Notice must be written and reach all shareholders listed on the record date. Public and non-profit companies with voting members must give 15 business days’ notice; private companies must give 10. The notice must include the agenda, proposed resolutions, voting thresholds, proxy rights, and any details for electronic participation.

What meeting formats are valid for an AGM in South Africa?

A physical meeting remains standard. Yet, companies may hold the AGM in South Africa virtually or in hybrid form if the technology enables real-time communication and equal participation. Public companies must ensure reasonable electronic access.
Written resolutions cannot replace a statutory AGM where one is mandatory, as section 60 restricts this shortcut.

How do quorum and voting work?

An AGM may only begin once attendees can exercise at least 25 percent of the voting rights on one matter, and at least three shareholders must be present if more than two exist. The MOI can vary this. If there is still no quorum after postponement, whoever attends forms it.
Voting takes place either by show of hands or by poll. An ordinary resolution passes with over 50 percent of votes, while a special resolution requires at least 75 percent. Identification must be checked before voting.

How are proxies appointed?

Shareholders may appoint one or more proxies to attend, speak, and vote on their behalf—even non-shareholders. The proxy appointment must be written, signed, and dated. It remains valid for up to a year unless revoked. A company cannot impose early-submission deadlines that restrict this right. Identity must always be verified before the proxy acts.

What appears on the AGM agenda?

For public and state-owned companies, the agenda must include the audited financial statements, directors’ and audit committee reports, director elections, auditor appointment, and shareholder queries. The board prepares and circulates the formal agenda, while any two shareholders can jointly submit a written proposal with adequate supporting material.
The AGM in South Africa also allows shareholders holding 10 percent of voting rights to require new items. However, clarity and timing are crucial; late proposals may be rejected for procedural reasons.

How are financial statements prepared and presented?

Companies must prepare annual financial statements (AFS) within six months after the financial year ends. The board approves and signs them, ensuring accuracy and compliance with IFRS or IFRS for SMEs. These statements include all core reports and must be presented at the AGM together with auditors’ and directors’ statements.
Whether the AFS require an audit or independent review depends on the company’s Public Interest Score under the Regulations.

When is an audit required?

Public and state-owned companies must be audited. For private and personal liability entities, an audit becomes mandatory once they exceed Public Interest Score thresholds or manage fiduciary assets over R5 million. Auditors must be independent, qualified, and report irregularities to the CIPC. The audited statements should be finalised within the six-month timeframe and ready for presentation at the AGM in South Africa.

When do AGM resolutions take effect?

Ordinary AGM resolutions—such as approving financial statements or electing directors—take effect immediately upon adoption. However, amendments to the MOI become effective ten business days after the CIPC receives the notice, unless a later date is specified. Major transactions require further regulatory clearance before taking effect.

How are dividends approved and reported?

Only the board can authorise dividends. Before declaring, it must apply the solvency and liquidity test and record a resolution confirming compliance. If payment happens more than 120 business days later, the test must be reapplied. Dividend information is disclosed in the AFS and directors’ report at the AGM but does not require shareholder approval.

What signing requirements apply to AGM documents?

The chairperson must sign AGM minutes to confirm accuracy, and records must stay at the registered office for seven years. Most AGM documents may use electronic signatures if they reliably identify the signatory and preserve integrity. Where law demands a verified signature, an advanced electronic signature (AES) issued by an accredited provider is needed—especially for CIPC submissions.

How long should AGM minutes be stored?

AGM minutes, resolutions, and notices must remain accessible for at least seven years. If kept off-site, the company must file a Notice of Location of Records with the CIPC. Shareholders can inspect these records upon request. Companies must also comply with POPIA to limit retention of personal information beyond lawful purposes.

What are the filing obligations after the AGM in South Africa?

Every company must file its Annual Return within 30 business days of its incorporation anniversary. Public and qualifying private entities must include AFS in iXBRL; others attach a Financial Accountability Supplement. From July 2024, filing is blocked unless Beneficial Ownership data is also submitted. Missing two consecutive annual filings can cause deregistration by the CIPC.

What post-AGM notifications are required?

Director appointments or resignations must be filed within 10 business days using CoR39. The same deadline applies for MOI amendments or registered address changes. Late or missing submissions affect good standing and may delay future transactions.

How can teams confirm filing completion?

Teams can check progress on CIPC eServices or BizPortal, view transaction statuses, and download disclosure certificates for official confirmation. Where filings go through local partners, retain submission receipts as proof.

What happens if filing duties are ignored?

Ignoring filing requirements can trigger escalating CIPC penalties. Persistent failure can lead to deregistration, and directors may face personal liability if negligence is proven. Severe cases may even attract offences under section 214 of the Act.

What’s next?

Managing an AGM in South Africa demands careful scheduling, accurate reporting, and diligent follow-up filings. For more insights into corporate processes across jurisdictions, explore our article AGM Requirements in Uruguay: Essential Compliance Guide.

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