n South African Law Journal - The meaning of 'prescribed officers' under the Companies Act 71 of 2008




Most of the provisions in the Companies Act 71 of 2008 that regulate directors also apply to 'prescribed officers'. This term is both new and unique to South African company law, and is one with far-reaching legal implications. It is also one that has been defined in very vague and general terms. This article suggests and discusses some considerations that may be of assistance in finding an appropriate meaning for a 'prescribed officer'. In particular, it argues that the term must be interpreted with direct reference to the legal consequences that attach to it, and that the most significant of those consequences is that 'prescribed officers' are subject to substantially the same fiduciary-type duties as directors. The article then considers the principles governing the recognition of fiduciary duties and their implications for the 'prescribed officer' definition.


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