Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Relief under section 163 of the companies act 71 of 2008 unscrambling the omelette omar v inhouse venue technical management pty ltd journal of contemporary romandutch law, vol. There are some essential things you would need to know before you decide to incorporate a company in south africa. See schedule 4 of the constitution for a list of the functions areas in respect of which a province may. The basis of the common law tarquand rule simply put, the common law tarquand rule means that an outsider contracting with a company in good faith is entitled to assume that the internal requirements and procedures have. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous.
South africas act consists of only 225 sections and five schedules, whereas the uks act consist of a whopping 1297 sections and over 16 schedules. Fourteenth amendment of the constitution of south africa. Companies act 28 of 2004 gg 3362 brought into force on. Cassim rehana, 2014 piercing the veil under section 209 of the companies act 71 of 2008. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. A new direction, south african mercantile law journal, 262 307337. The cipc released the following additional information to assist in the application and implementation of the companies act. Recently many changes in the laws for south african companies have occurred. Chapter 6 of the south african companies act 71 of 2008. The social housing regulatory authority has, in terms of section 114 of the act, made. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. For guidance, the developers looked to south african company law for the 21st century.
Concerns were also expressed about the familiarity of the drafters with south african conditions. Procedurally, the judicial manager was appointed by the master of the high court. Promote the development of the south african economy by. The companies act implications for directors and prescribed. The regulations refers to the regulations to the companies act, no. You will find below the key extracts from the south africa companies act along with the full act. Companies act no 71 of 2008 by ira epstein fluxmans inc. The doctrine of constructive notice has been abolished, and the application of the turquand rule has been codified in section 207 and section 208 of the act. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing.
If an offer falls outside this meaning, chapter iv and its onerous provisions. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The apostolic faith mission of south africa private act repeal act, 2008 no. Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. Guidelines for corporate law reform may 2004, a policy document developed by the department of. The companies act when is a company financially distressed. In line with this trend, chapter 6 of the new companies act, no. Continued investigation and enforcement of previous act 14. Objectives of the act the new companies act seeks to encourage and promote transparency and to raise the standards of corporate governance in south africa. Instead, the author explains the process followed in the drafting of this groundbreaking piece of legislation. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. South african optometric association npc registration number.
Funding of south african national energy development institute 15. This information should be considered in conjunction with the act itself. General preservation of regulations, rights, duties, notices and other instruments 12. The new companies act master builders kwazulunatal. The companies act, 71 of 2008 act gives shareholders certain substantive powers which include, among others, the power to amend the memorandum of incorporation of the company moi, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the companys assets. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Accounting records, financial statements, financial reporting. The minister of trade and industry has, in terms of section 223 and.
Substitution of section 86 of act 71 of 2008 45 55. Republic of south africa companies act, 2008 memorandum of. Relief under section 163 of the companies act 71 of 2008. The company is a preexisting company as defined in the companies act, 2008 the act, operating a share block scheme under the share blocks control act, 1980, and continues to exist as a profit company in accordance with item 2 of schedule 5 of the act under the same name and registration number previously assigned to it. Apr 29, 2016 when comparing south africas new act with the amended companies act of 2006 in the united kingdom, it is easy to spot the difference. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Da 2010 db openuct dp university of cape town j1 acta juridica lk pb university of cape town py 2010 sm 006546 t1 an overview of company law reform in south africa.
Previously regulated by voluntary standards and norms, the. The pfma refers to public finance management act, no. Medicines and related substances amendment act 72 of 2008. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Companies for profit can further be subdivided into.
What you need to know about the companies act of 2008. It was commented that this act was drafted without taking note of other legislation and processes germane to south africa s economy. Companies act 71 of 2008 english text signed by the president assented to. Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. The purpose of this writeup is to let you know what the essential compliance and preincorporation matters arising from the companies act, 71 of 2008, are before you embark on your entrepreneur journey. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa. The act also seeks to align south african company law with. The test is whether the company could surmount its difficulties and become a successful concern. The medicines and related substances amendment act 72 of 2008 aims. It was commented that this act was drafted without taking note of other legislation and processes germane to south africas economy.
The companies act audit requirement and other matters. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. Companies act, 71, 2008 memorandum of incorporation of a nonprofit company name of association. Sabinet an overview of company law reform in south africa. Chief executive officer of south african national energy development institute 12. Guidelines for corporate law reform may 2004, a policy document. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. The draft regulations are released for further stakeholder engagement, and in preparing this draft regulations the dti took into account the companies act, 2008 and companies amendment bill as published. Companies act 2008 south africa pty company registration. Act requires that companies falling within specific categories. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Understanding the new companies act pwc south africa. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. Preexisting companies on 1 may 2011 every preexisting company.
Restructuring of companies in financial distress is on the increase globally. This act makes significant changes to south african law, including the capital rules. For guidance, the developers looked to south african company law for the 21st. Mlaw 211 group assignment 3 companies act 71 of 2008, section 163 neo core. South african statutes and other legislation wikipedia. Click here to download the standards act, 2008 act no. South africa s nine provinces each produce a number of statutes a year, in areas for which they have either concurrent, or exclusive, legislative competence under section 104 of the constitution of the republic of south africa act, 1996. This comprehensive work is maintained in two volumes with a full commentary on the sections of the companies act. The enactment of s724 and s5 of the companies act, no. Types of companies you can register in south africa. Of the south african companies act, 2008 by eric levenstein director, shayne krige director, gregory nott director, lauren barnett senior associate and rita chen associate background a new companies act act 71 of 2008 as amended act became operative in our law on 1 may 2011. The board of directors also has more power in terms of the new act. T he new companies act has also creat ed the new category of stateowned companies. Continued application of previous act to windingup and liquidation 10.
Companies act means the companies act, 2008, as amended or any legislation which replaces it. As stated above, the act requires public companies and. Business rescue is largely selfadministered by the company, under independent supervision within the constraints set. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Windingup of solvent companies and deregistering companies 79. Piercing the veil under section 209 of the companies act. Oct 28, 2011 the new companies act 71 of 2008 the new act makes no distinction between directors, and in the new act, the concept has been broadened extensively to include executive and nonexecutive directors, prescribed officers and directors ex officio. Superiority ofact part ii incorporation and registration of companies 6. Nov 12, 2009 one of the effects of the new companies act of 2008 is the phasing out of close corporations. Henochsberg on the companies act 71 of 2008 has long been recognised as the leading work in the field of corporate and commercial law. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. This page is continuously updated to ensure that you can stay up date on the companies law of south africa.
Preservation and continuation of court proceedings and orders 11. Lenders often ask which of s44, 45 and 46 of the companies act, no. South africas new companies act, 71 of 2008, which is expected to come into operation on 1 july 2010, brings changes which will affect every existing company, its directors, 1 that is until the new act, act 71 of 2008, is incorporated 2 for example, the doctrine of constructive notice and the turquand rule. Henochsberg on the companies act 71 of 2008 lexisnexis sa. South african national energy development institute employees and conditions of service. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows.
The south african food and agricultural import regulations and standards are developed and. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Reporting standards for small and medium enterprises ifrs for smes or south african statements. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all. Dissolution of companies and removal from register 83. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of. This is a relatively new act, which came into operation on 1 may 2010 and which has replaced the 1973 companies act. The companies act 71 of 2008 the act has, however, changed the playing field in this regard. This act may be cited as the companies act, 2011, and shall come into operation on such a date as the minister may, by notice published in the gazette, appoint. The contention that section 207 of the companies act 71 of 2008 constitutes a codification of the common law tarquand rule. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers. Company means sasol limited or by whatever other name it may be known from time to time, registration number 197900323106, being a preexisting public company incorporated under the companies act, 1973. The cipc can issue guidance to the public by issuing explanatory notices outlining its procedures or publishing nonbinding opinions on the interpretation of any provisions of the act in terms of section 1882b of the companies act, 2008.
The new companies act of 2008 what about close corporations. Act to amend the constitution of the republic of south africa, 1996, so as to further regulate the determination of political party participation in provincial delegations to the national council of provinces. It also includes a copy of the king iv report on corporate governance for south africa. Accounting and auditing at south african national energy development. The most basic categorization is the division between companies for profit and nonprofit companies. Mlaw 211 group assignment 3 companies act 71 of 2008. Companies act no 71 of 2008 western cape government. Par value shares old act allowed par value and no par value share new act precludes creation of new authorised par value share existing par value shares remain may issue unissued par value shares from authorised capital as at 1 may 2011 if at least one such share issued new company cannot create or issue. Companies regulations means the companies regulations, 2011 promulgated in accordance with section 223 of the companies act. The provisions of the act set the bar for competent directors at much higher levels than we have seen in the past.
No new close corporations may be formed once that act comes into operation during 2010. The article begins by setting out the underlying fundamental objectives which drove the process of reforming company law in south africa. This act introduced some novel provisions into our. The contribution does not attempt to discuss substantive provisions of the companies act 71 of 2008. Applicability of sections 44, 45 and 46 of the companies. This booklet provides insight into how creditors may. Recently, south africa has undergone a major process of law reform, culminating in the companies act no.
Polity offers free access to south african legislation, policy documents and daily political news. Jse securities exchange, south africa listings requirements. To provide for the incorporation, management and liquidation of companies. Companies ct 2008 act o 71 of 2008 8 subject to subsection 6 and subsection 7, a foreign company may apply in the prescribed manner and form, accompanied by the prescribed application fee, to transfer its registration to south africa from the foreign jurisdiction in which it is registered, and. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Some of these include legislation and navigating their companies through the competitive times, trends and operational as well as economic pressures. Chapter 6 of the companies act, 2008 the act deals with business rescue. South africa companies act 2008 south africa company law.
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