It is often difficult to produce originals of documents. Sometimes people do not even know what an “original” really is – even those people who ask for it. We generate electronic originals of many documents that companies are required to publish. People often ask us whether they are valid originals.
Physical originals
A physical original is easy to identify – there can only be one. For example, your ID book or passport. Every other version of a physical document must be a copy of some kind, like a copy or a certified copy.
What are Electronic Originals?
In the electronic world, the term “original” is not as clear. Electronic documents can be copied and altered multiple times. An electronic original is an electronic document that comes from an authorized and verifiable source, and has not been altered. There can be many electronic originals of a single document.
Electronic originals of company documents are valid
In South Africa, the new Companies Act says that where the Act requires that a document be published, an electronic version is acceptable. Section 6(11)(b) says that it is sufficient for a company to publish an electronic original. It also says that a company can publish a reproduction of that document by an electronic communication. Under the Act, the word “document” includes a record or statement. The word “published” includes provided or delivered.
Some documents that have to be published include:
- share certificates;
- an amendment to the company rules; or
- the company’s financial statements.
The only thing that the Act requires is that the document be published in a way that is easy to access. It must be in a manner and form that the recipient can conveniently print it in a reasonable time and at a reasonable cost.
Bottom line
An electronic original of a company document (like a resolution) in the form of a PDF, which is attached to an email or a webpage and accessible by a link in an email, is a valid original.
