The companies act of 2008 requires that information. 5 of 178 registration and incorporation of companies in south west africa proclamation, no. Company to do anything which the act empowers a company to do if so authorised by its articles, unless that authority is expressly excluded. 3 companies act, 71 of 2008 the companies act, 71 of 2008, which was promulgated in 200, has been effective since may 2011 referred to as the companies act in this guide. With the reform of the company law regime in south africa through the enactment of the new companies act 71 of 2008 the companies act, as well as the regulations to the companies act, there has been uncertainty in practice with regard to the transitional status and treatment of shares under the companies act, with a number of questions being raised in this regard. Abstract while for-profit companies regularly embark on non-profit. Includes, so far as they apply to a company, the regulations set. The current framework of south african company law is built on foundations, which were put in place in victorian england in the middle of the nineteenth century. Continue to provide for the creation and use of companies, in a manner that enhances the economic welfare of south africa as a partner within the global economy. The objective of the review is to ensure that the new legislation is appropriate to the legal, economic and social context of south. 1 of 2012 with effect from 3 june, 2013 editorial note please note that although the old companies act, no. There are some essential things you would need to know before you decide to incorporate a company in south africa. 437 114 of 177 with effect from 1 april, 177 companies amendment act, no. 123kb pdf consolidated version of the companies act. For guidance, the developers looked to south african company law for the 21st.
We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The purpose of this document is to serve as an overview of some of the key effects of the new companies act on both close corporations as well as companies. Under the new companies act, it appears that directors are required to. The future of close corporations: the 2008 companies act provides that no new close corporations may be incorporated. The new companies act was enacted simply to reinforce these regulations and to improve the economic viability of the south african market, where the previous legislations fell short. The companies amendment act, 2011 and the companies regulations, 2011. Reach a relatively new companies south africa pdf reports. To amend the companies act, 2008, so as to change the definition of. This point that i briefly trace the history of south african company law in terms of. The previous companies act, no 61 of 173 the 173 act followed the english. It is also at this point that i briefly trace the history of south african company law in terms of human rights responsibilities and how the advent of the new. Informal restructurings are governed by south african common law and require an agreement between the company and all such creditors of the company whose. 61 of 173 is repealed, it is still extensively referred to throughout this act. Y incurrence of a debt or other obligation by a company for the benefit of one or more holders of any. 422 This booklet provides insight into certain of the responsibilities and duties of the board of directors of south african companies as set out in the new. Interest test in terms of the companies act, 71 of. It applies to existing idc clients and new clients in distress as a result of covid-1.
Iii to the south african revenue service; and iv to the company, unless the application is made by the. 575 South african close corporation, in australia, new zealand or the united kingdom. Non-profit companies, which are the successors to the current section 21 companies, have to. One of the reinforcements are those found in the section dealing with scheme of. 1 the duties of directors of companies have, at times, been an uncertain area of company law, mainly because this area of company law has until recently been contained in the south african common law and, for the most part, not codified in any statute. Number there shall be no limit to the number of members of the company. The south african companies act of 2008 provides for the incorporation of a. It has been announced that the new companies act no. The act was signed by the president on the th april 200 and gazetted in gazette no. I t has been prepared by a team of our lawyers who specialise in these areas of law. In ex parte nbsa centre ltd 187 2 sa 783 t, a decision handed down under the previous companies act. Without the formation of one or more new companies, and the vesting in the. 61 of 173 old act, will come into effect on 1 may 2011. The companies act, amendment act, together with the. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. As such, it is intended to provide the reader or his/her entity with general information of interest. 6,5mb pdf memorandum on the objects of the companies act no 71 of 2008. For guidance, the developers looked to south african company law for the 21st century: guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti.
The purpose of this write-up is to let you know what the essential compliance and pre-incorporation matters arising from the companies act, 71 of 2008, are before you embark on your. It was argued that there is a definite need in the south african context to encourage large companies especially those companies that. If it is abandoned in the new south african companies act, the act will. Fiscal:the government will assist south african companies facing distress. Company is changed, the registrar shall enter the new name. In the new companies act 2008 there are two broad types of companies. Companies as either widely held or limited interest, as introduced in the corporate laws amendment act, is discarded in favour of a new classification. The south african institute of chartered accountants. The new companies act introduced fundamental changes to south african company law and corporate actions. And information, and for guidance on new and existing legislation which may affect business. South african corporate law furthermore recognises that non-shareholders may. 1043 234 of 178 as it is applicable in the republic companies. Act 14 of 13 register trade marks, maintain data, resolve disputes. 637 notice of particulars of variation of rights attached to shares. Be it enacted by the parliament of the republic of south africa, as follows. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. Although he started out as a sole proprietor and eventually launched as. Of the company, followed by south africa, or rf ring fencing if applicable.
The law does not require beneficial ownership information to be collected for any legal entity. 1mb pdf proclamation of companies act effective date. South africa should be complimented for its king code on corporate governance, the companies act and johannesburg securities exchange listing requirements. There are some exceptions in the new companies act, find out more here. Restructuring of companies in financial distress is on the increase globally. The act was signed by the president on 8 april 200, but implementation was deferred to accommodate necessary amendments. 10 cassim et al, contemporary company law, 2nd edition. Companies act 2008 and the companies amendment bill 2010 published in gazette no 3365 of 27 october 2010. The new act and regulations became effective on 1 may. In addition, it is worth noting that informal restructuring processes are increasingly common. Patent cooperation treaty pct, effective in south africa from 16 march 1. Steering point no: 3 the information contained in this publication is published by pricewaterhousecoopers pwc and is provided for discussion purposes only. 966
The latest annual financial statement, the filing of the copy of the companys. A comparison between the new companies act and king iii. 8kb pdf december 2017: call for comments to the draft. Companies act 2008 updated 6 october 2011 page 5otherwise in respect of any of the shares of that company or of another company within the same group of companies, subject to section 1641. Agreement to be companies act south african government of the conduct of conflict of mondaq. The companies amendment act, 2011 and the companies regulations, 2011 and the companies act, 2008 read together, and is issued to clients as a general overview thereof. Competition act were signed into law on 13 february 201. South africa has also played a leading role in developing corporate governance standards and integrated reporting, as set out in the companies act. Close corporations that were in existence at the time that the new act. Establish a new company in south africa, as set out. 830 In the 201 state of the nation address, the president highlighted high levels of economic concentration as a factor that stifles the growth of the south african economy. Provisions of this section, the registrar shall enter the new name on. Legal brief one of the highlights of the new companies.
The new companies act, 1 the new act ushers in a new era of company law and when it eventually comes into effect, it will, as can be expected, give rise to a fair amount of confusion about the implications for existing companies. 344, 346 and 348 to 353 of the old act does not apply to the winding up of an solvent company except to the extent necessary to give effect to the provisions of part g of chapter 2 of the new act. In this memorandum of incorporation unless the context otherwise requires: a the act means the companies act, no 71 of 2008, as amended from time to time. Since the introduction of the 126 companies act there has been only one significant review of company law, which was initiated in 163 and culminated in the companies act, 173. 71 of 2008 new act, which will repeal the existing companies act no. A the formation of one or more new companies, which together hold all of. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Most notably, it enhances the rights of persons who have, to date, had limited or no protection under company law. 71 of 2008 the act was signed into law on 8 april 200 and became effective on 1 may 2011. Registration and incorporation of companies in south west africa proclamation 234 of 178 as it is applicable in the republic companies amendment act 115 of 17. 525 This act, the provisions of the repealed act in respect of such shares and the. Such as the united kingdom, new zealand, south africa and mauritius. The new companies act also requires that it be interpreted and applied in a manner which gives effect to its.
To provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of. Overall plan for company legislation the reform strategy set out in this discussion draft proposes the wholesale repeal and replacement of the companies act, 173, with a new companies act. 71 of 2008 was signed by the president on 8 april 200 and gazetted in gazette no. Companies amendment act 20 of 2004 securities services act 36 of 2004 regulations under this act. 490 Of company board of healthcare funders of southern. It has been found that the current company law regime in south africa hampers. Admission regional representative of each region in south africa shall elect a person. It is hereby notified that the president has assented to the following act, which is hereby published for general information: no. Of non-profit companies: an analysis of the new south african companies act. This act makes significant changes to south african law, including the capital rules. The south african close corporations act 6 of 184 cca is. The said registration and incorporation of companies in south west africa proclamation. 107kb pdf quick reference to the companies act of 2008.
Words underlined with a solid line indicate insertions in existing enactments. In line with this trend, chapter 6 of the new companies act, no. While the new act does allow a two year transitional period transitional period from the date on which the new act. The winding up of solvent companies is dealt with in ss 7 to 81 of the new act. The companies act, 71 of 2008 as amended memorandum of incorporation of african phoenix investments limited the company a public company duly registered and incorporated with limited liability under the company laws of the republic of south africa registration number: 146/02113/06 registration date: 30 march 146. Include a requirement in the new act to oblige certain companies to appoint a member of a trade union as a board member director. December 2017: call for comments to the draft summary financial statements, comments due to regulator by 16 january 2018 00kb pdf. To amend the private security industry regulation act, 2001 so as. To distressed companies in south africa - liquidation, business rescue and compromises under the companies act 71 of 2008 companies act. 71 of 2008 is expected to become effective in 2011. 508 South african company law is that body of rules which regulates corporations formed under the companies act.
Employees and the trade unions which represent them are among them. The companies act the act contains a number of provisions that will directly. 3 of 2011, signed by the president on 20 april 2011 underwent. Discussion of selected corporate law matters brought about by the new. The portfolio committee rejected this proposal, but presented a compromise. South african company law legislation, and contains the first statutory codification of south africas directors. 657 Section 4241 of the old companies act has been replaced by section 77 which, while worded differently, retains the essence of. Regulating takeovers and rearrangements of companies in south africa. 71 of 2008 an explanatory guide background the process of developing the companies act, no. Companies act 71 of 2008 english text signed by the president assented to: 8 april 200 commencement date: to be proclaimed as amended by: 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. 61 of 173 assented to 1 june 173 date of commencement: 1 january 174. The act contains new structural arrangements, with the introduction of new. It is an accepted principle in south african law that, as a result of the. 71 of 2008 introduces business rescue to the south african business landscape. This, however, was a largely unsuccessful mechanism and has been effectively replaced by a new corporate rescue. 71 of 2008 in terms of section 225 of the companies act, 2008 act.
Exchange nyse are south african companies, four of which deal with the. Applications that amendments in new companies act no costs of the. An overview of company law reform in south africa: from the guidelines to the. The changes will come into effect on a date to be fixed by the president by proclamation in the government gazette. Dissolution of companies and removal from register 83. Prior to the enactment of the new companies act, the primary corporate rescue mechanism in south africa was that of judicial management, as contained in the old companies act. 71 of 2008 the act significantly changes the landscape of company law in south africa. Countries such as, regionally, south africa11and internationally india12and hong kong13emphasise corporate governance provisions in their respective companies. Be it enacted by the parliament of the republic of south africa, as follows:-. The new companies act changes existing south african company law in a number of ways. Where current law meets these objectives, it should remain as part of company law. 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. In south africa and particularly in johannesburg, i chose the pool that face so. With acts you are guaranteed the latest and most up to date resource for your legislative needs. 571
Ghana has a new companies act - the companies act 201 act 2. Republic of south africa companies act, 2008 memorandum of incorporation. Context of south africa as a constitutional democracy and open economy. The companies act 71 of 2008 aims: to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of foreign companies carrying on business within the republic; to define the relationships between companies and their. To provide for functioning of the cipc as receiving, designated and elected office in terms of pct. Both foreign and local on doing business in south africa. South africa; defining the relationships between companies and their. Securities act of 133; securities exchange act of 134; trust indenture act of 13; investment company act of 140; investment advisers act of 140. This act has been updated to government gazette 36485 dated 31 may, 2013. Reference to the act shall, if the act is replaced by any other statute, be construed as a. Companies amendment act 20 of 2004 securities services act 36 of 2004. 1010 The new companies act and its regulations be checked with appropriately. 71 of 2008 the act is its innovation in the area of fundamental transactions.