Introduction
This article covers the following areas which are provided by for the Companies and Other Business Entities Act (Chapter 24:31), the “COBE Act” or “Act” of 2020 which repealed and replaced the Companies Act (Chapter 24:03).
- Inspection of company constitutive or secretarial documents at the Registrar of Companies.
- Obtaining copies of such constitutive documents, and
- Use of certified copies as evidence in legal proceedings.
Inspecting company documents at the Registrar of Companies Office
The need to and practice of inspecting company documents at the Companies Office is common especially for business purposes. Interested parties may do this as part of their due diligence to understand more about a company or its officers. It may be part of independent verification or the interested party may be unable or unwilling to obtain copies from the target company.
Section 14(1) of the COBE Act provides for the inspection of such company documents. According to the section any person may inspect a company’s documents kept under this Act by the Companies Office. To do so such a person has to make an application for that purpose in a prescribed manner and should pay the prescribed fees.
Documents that may be inspected include:
- Certificate of incorporation or registration of any registered business entity.
- Copy or extract of any constitutive documents. For companies constitutive documents include the memorandum and articles of association, CR6 showing the directors, CR5 being the registered address, CR11 being the return on allotment of shares showing the allotment or issue of new shares by the company.
Obtaining copies of documents
The same section 14(1) allows a person to obtain copies of the company documents. Under the same section any person may require the Registrar to certify company documents. Such documents may include the certificate of incorporation or registration of an entity such as a company or private business corporation, a copy or extract of any constitutive document or other document or part of any other document to be certified by the Registrar or assistant registrar subject to paying the prescribed fee.
Use of copies certified by the Registrar in legal proceedings
This is provided for by section 14(2) of the COBE Act. According to the Act a copy of or extract from any document kept under the Act by the Companies Office, certified to be a true copy under the hand of the Registrar or assistant registrar, shall in all legal proceedings be admissible in evidence as of equal validity with the original document. Certified copies or extracts may be handed into court by the party who desires to avail himself or herself of them.
According to section 14(3) it shall not be necessary in any legal proceedings for the Registrar himself or herself or for any officer under him or her to produce any original document kept under this Act by the Registrar. It shall be deemed sufficient if such document is produced by someone authorised by him or her to do so.
Conclusion
As explained above any person may inspect a company’s constitutive or secretary documents at the Companies Officer. He or she may also make copies including asking the Registrar to certify the copies subject to making the necessary application and making the prescribed payment. Further, company documents certified by the Companies Office may be submitted in evidence in legal proceedings without the Registrar or his or her designated officer attending court for that purpose.
Disclaimer
This simplified article is for general information purposes only and does not constitute the writer’s professional advice.
Profile
Godknows (GK) Hofisi, LLB(UNISA), B.Acc(UZ), Hons B.Compt (UNISA), CA(Z), MBA(EBS, Heriot- Watt, UK) is the Managing Partner of Hofisi & Partners Commercial Attorneys, chartered accountant, insolvency practitioner, registered tax accountant and advises on deal and transactions. He has extensive experience from industry and commerce and is a former World Bank staffer in the Resource Management Unit. He writes in his personal capacity. He can be contacted on +263 772 246 900 or gohofisi@gmail.com
