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Definition

In terms of the Companies Act (77 of 2008) a prescribed officer is "a person who, within a company, performs any function that has been designated by the Minister in terms of section 66 (10)" and regulation 38 says, "Despite not being a director of a particular company, a person is a ‘prescribed officer’ of the company for all purposes of the Act if that person— (a) exercises general executive control over and management of the whole, or a significant portion, of the business and activities of the company; or (b) regularly participates to a material degree in the exercise of general executive control over and management of the whole, or a significant portion, of the business and activities of the company." In terms of this definition, any person who is in a reasonably senior position in the company can be deemed to be a prescribed officer and to have the same obligations and responsibilities. Thus an employee can become a prescribed officer without being elected by the shareholders, but simply as a result of the functions which they carry out for the company. Various persons are precluded from being prescribed officers such as minors, juristic persons, persons who have been declared delinquent directors and persons who have served prison time.

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