Services we provide

We operate in conjunction with a wide network of corporate sponsors, designated advisors, lawyers, accountants and auditors. Providing an out-sourced service we are able to be truly independent.

Fusion offers the following services as outsourced Company Secretary:

  • Preparation for, attendance at, and recording of minutes of meetings
  • Advising on company secretarial and corporate governance matters
  • Assistance with the preparation and production of the Annual Report relating to Corporate Governance Reports and Notice of Annual General Meetings
  • Preparation of announcements and circulars in liaison with directors and sponsors/designated advisers (JSE Listed Companies)
  • Maintenance of group company statutory records and attending to changes
  • Maintenance of subsidiary statutory secretarial records
  • Re-constructing or updating of statutory records (company register, minute books and statutory returns) if these do not exist, have been lost, destroyed, or just badly maintained;
  • Ensuring annual returns are up to date

All Companies

Appointment as Company Secretary

  • Accepting appointment as Company Secretary in terms of the Companies Act.
  • Compliance

  • Ensuring the company is compliant with its Memorandum of Incorporation, the current Companies Act and with the current King Code of Corporate Practices (“the King Code”)
  • Availability

  • Being available when needed to :

    • • Give advice to directors on matters relating to their duties or regarding best practice in terms of good corporate governance
    • • To attend to tasks as required
    • • Do research or to provide advice and information when needed on matters related to the Companies Act, JSE Listings Requirements and the King Code
  • Statutory Secretarial

  • Maintenance of the statutory secretarial records of the company and its subsidiaries, and preparation and lodgement of any returns required to be lodged with the Companies and Intellectual Property Commission (CIPC)
  • Directors’ Meetings

  • Attending all Board and Board committee meetings and strategy sessions, preparing the agenda, printing and delivering of board packs at additional cost, and writing up the minutes
  • Shareholder Meetings

  • Preparing the Chairman’s Agenda and assisting with arranging proxies and letters of representation. Compiling of minutes after the meeting
  • Board Resolutions

  • Drawing up round robin resolutions and certified true copies of resolutions when required, circulating to directors and monitoring responses
  • Board Timetable

  • Preparation of the annual board timetable of all board, committee and general meetings on an annual basis
  • Corporate Governance Policies

  • Drafting of:

    • Terms of reference for various sub-commities of the board
    • Board Charters
    • Code of Ethics
    • Delegation of Authority with the assistance of the financial director
    • Policy on share dealing and adapting same to suit the purposes of the company
  • Appointment of Directors

  • On appointment of new directors: ensuring that company policy in this regard is followed; that the necessary legislative returns are completed and submitted or lodged; inducting the new director into his/her role and responsibilities, if required, and ensuring that he/she receives induction in the business of the company.
  • Directors’ Declarations of Interests

  • Ensuring that directors update their Declarations of Interest annually and declare their financial interest in contracts when they have such an interest.
  • Additional Duties for Listed Companies

    JSE Compliance

  • Ensuring that the company complies with the requirements of JSE Limited as set out in the JSE Listings Requirements in conjunction with the Sponsor or Designated Advisor.
  • Shareholder Listings

  • Monitoring monthly shareholders list
  • General Statutory Secretarial Services

    Fusion is a registered agent with CIPC and is registered to e-lodge documents on CIPC’s website. All documents that are capable of being lodged electronically are lodged in that manner. We are based in Pretoria and can attend to CIPC regularly for manual lodgement, to uplift registered documentation and to sort out queries in the event that those might arise.

    Ad hoc Services on Offer

    • Formation of all types of companies – public, private, incorporated, external, non-profit, etc.
    • Registration of shelf companies
    • Drawing up special resolutions to change the name, main business and/or Memorandum of Incorporation, etc.
    • Changes of name, main business or financial year end
    • Appointment and resignation of directors and auditors
    • Allotment, buy back and transfer of shares in companies
    • Appointment and resignation of members of close corporations and transfer of members interest
    • Lodgement of annual return
    • Restoration of registration where deregistration has taken place due to non-payment of annual returns
    • Audits of statutory records prior to the annual audit or for purposes of a due diligence

    Our fees are very competitive and a schedule of our fees is available on request