A South African company must keep its Memorandum of Incorporation and amendments, its securities register, its register of directors, records of board and shareholder resolutions and minutes, and reports presented at shareholder meetings — generally for seven years. They must be accessible at the registered office. This is separate from the financial records SARS requires, which has its own retention rules.
Almost no small company has a complete set. It costs nothing until a due diligence, a dispute, a bank review or a shareholder's death, at which point reconstructing seven years of history is expensive and sometimes impossible.
The records the Companies Act requires
The Memorandum of Incorporation, together with every amendment and any rules made by the board.
A record of the company's directors, including each person's full name, identity number, date of birth, nationality, occupation, date of appointment, and the date they ceased to hold office. This must include past directors, not only current ones.
The securities register — who holds which shares, in what class, with dates of issue and transfer and certificate numbers. In a private company this is the only legal record of shareholding, since CIPC does not hold it. See how to issue shares to a new shareholder.
The register of beneficial owners, kept current as ownership changes.
Reports presented at annual general meetings, and annual financial statements.
Notices and minutes of shareholder meetings, including every resolution passed, and any document made available to shareholders in relation to those resolutions.
Records of directors' meetings, including resolutions adopted, and the minutes and resolutions of any board committees.
Retention is generally seven years, or longer where other legislation requires it.
They must be kept at the registered office, or at another location notified to CIPC — which is another practical reason your registered address needs to be somewhere you actually are. See how to change your registered address at CIPC.
Statutory records vs financial records
These are two different obligations with two different purposes, and conflating them is why the statutory side gets neglected.
| Statutory records | Financial records | |
|---|---|---|
| Required by | Companies Act | Companies Act and Tax Administration Act |
| Content | Registers, resolutions, minutes, MOI | Invoices, bank statements, ledgers, contracts, payroll |
| Purpose | Who owns and governs the company | What the company earned and spent |
| Who asks for them | Banks, investors, acquirers, courts, CIPC | SARS, auditors, lenders |
| Retention | Generally seven years | Generally five years from submission of the relevant return, longer in some cases |
Your accountant is almost certainly handling the financial side and almost certainly not the statutory side, unless you have specifically engaged them for company secretarial work. That gap is where most small companies sit.
See what financial records you must keep for the other half.
The resolutions nobody writes down
This is the practical failure. Decisions get made in conversations and never recorded.
Decisions that should have a written resolution behind them:
Appointing or removing a director, which you need anyway for the CIPC filing
Issuing shares — the number, class, price and recipient
Approving a transfer of shares
Changing the registered address
Approving annual financial statements
Declaring a dividend. This one matters commercially — a distribution without a proper resolution and solvency and liquidity assessment is not a validly declared dividend
Approving borrowing, giving security, or signing a surety on behalf of the company
Authorising someone to sign a specific contract
Approving a director's remuneration, which generally requires shareholder approval
Entering into a transaction with a director or a related party, where disclosure and approval requirements apply
Changing the financial year end
Opening or closing a bank account
Why this matters beyond compliance. A resolution is the evidence that the board actually decided something. Without it, in a dispute, there is nothing to show the decision was properly taken — and the person who acted on it may be personally exposed. See a director's duties under the Companies Act.
The solvency and liquidity test applies to distributions, share buybacks, financial assistance and several other transactions. The board must apply it and should record that it did. A dividend declared by a company that could not satisfy the test is a problem for the directors, not just for the accounts.
Who can ask to see the records
Shareholders have rights of access to certain company records, and a shareholder in a dispute will exercise them. Being unable to produce the securities register to a shareholder asking about their own holding is a serious position to be in.
Directors need access to discharge their duties.
Banks and funders, at onboarding and at review.
Investors and acquirers, during due diligence — and this is where the absence bites hardest. A buyer who cannot verify the share history will either walk, discount the price, or require warranties and an indemnity that leave the risk with you for years.
Courts, in any dispute about who owns what or who decided what.
CIPC, in a compliance investigation.
Certain records are open to public inspection on request, subject to the Act and the Promotion of Access to Information Act.
What good looks like for a small company
You do not need a company secretary or an expensive system. You need a single place with the following, kept current.
A statutory file — physical or digital — containing:
CoR14.3 registration certificate and the MOI with every amendment
The register of directors, including past directors with dates
The securities register, with share certificates
The beneficial ownership register and proof of each CIPC filing
A resolutions folder, in date order
Minutes of shareholder meetings
Annual financial statements for each year
Proof of each annual return filed
Three habits that keep it alive:
1. Write the resolution when the decision is made, not when someone asks for it. A resolution drafted three years after the event is worth very little and looks worse.
2. Update the securities register the same day shares are issued or transferred, and issue the certificate.
3. Review the whole file once a year, in your anniversary month, alongside the annual return. Fifteen minutes annually keeps it complete.
What to do if yours does not exist
Do not panic and do not backdate anything.
1. Gather what exists — the incorporation pack, any share certificates, bank mandates, old emails recording decisions, prior financial statements.
2. Reconstruct the securities register from the best evidence available, dating entries by reference to the underlying documents rather than inventing dates.
3. Have the shareholders confirm the position in writing, in a resolution acknowledging the shareholding as reconstructed. This is honest and it is far stronger than a register nobody has ever agreed to.
4. Record significant past decisions by ratification, dated today, rather than by writing a document pretending to be from 2019. Backdating a company record is a serious matter and it will be found in any competent due diligence.
5. Start keeping it properly from now, and note in the file when the reconstruction was done and on what basis.
Frequently asked questions
What company records must be kept under the Companies Act? The Memorandum of Incorporation and amendments, a record of directors including past directors, the securities register, the beneficial ownership register, reports presented at annual general meetings, annual financial statements, notices and minutes of shareholder meetings with the resolutions passed, and records of board and committee meetings and resolutions.
How long must a company keep its statutory records? Generally seven years, or longer where other legislation requires it. This is separate from financial records for tax purposes, which SARS generally requires for five years from submission of the relevant return.
Where must company records be kept? At the registered office, or at another location notified to CIPC. This is one of the practical reasons a registered address needs to be somewhere the company actually operates from or can access.
Do small companies really need board resolutions? Yes. A resolution is the evidence that a decision was properly taken by the board. Without one, in a dispute, there is nothing to show the decision was authorised, and the person who acted on it may be personally exposed. It matters most for share issues, dividends, borrowing and related-party transactions.
Does CIPC keep a record of my company's shareholders? No. Private company shareholding is not on the public CIPC register. The company's own securities register is the legal record, which is why its absence is a serious problem in a dispute or a sale.
What happens if my company has no statutory records? There is no immediate penalty in most cases, but the consequences arrive during due diligence, a bank review, a shareholder dispute or a death, when the company cannot prove who owns what or who decided what. Reconstruct honestly rather than backdating.
Can I keep company records electronically? Yes, provided they are accessible and can be produced when required. What matters is completeness and accessibility, not whether the file is paper.
Who is responsible for keeping company records? The company, with the directors accountable for the company meeting the obligation. Where a company secretary or accountant is engaged for company secretarial work, they generally maintain it in practice — but the responsibility stays with the directors.
Fifteen minutes a year, or a reconstruction later
Nobody has ever been fined into oblivion over a missing minute book. They have lost value on a sale, lost a dispute with a co-shareholder, and lost months to a due diligence that could not verify who owned the company.
Smartbook maintains statutory records for clients — securities register, resolutions, director records and beneficial ownership — reviewed annually alongside the CIPC annual return.
See our company secretarial services →
Last reviewed: 28 July 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Record-keeping obligations under the Companies Act 71 of 2008 and its Regulations change from time to time — confirm current requirements. Questions about reconstructing historic records or resolving shareholding disputes are legal matters — take advice. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC · Tax Administration Act 28 of 2011 · Promotion of Access to Information Act 2 of 2000