From the guidelines to the companies act 2008 ti an overview of company law reform in south africa. Be it enacted by the parliament of the republic of south africa, as follows. The companies act implications for directors and prescribed. To provide for the incorporation, management and liquidation of companies. The business rescue provisions of the act are designed to facilitate the rehabilitation of a company that is financially distressed by providing for the temporary supervision of the company, and the management of its affairs, business and property, by a business rescue practitioner in substitution for the companys board and prior management. Republic of south africa companies act, 2008 memorandum of. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. Reference to the act shall, if the act is replaced by any other statute, be construed as a.
We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The application of section 90 of the companies act, 2008. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. For guidance, the developers looked to south african company law for the 21st century. Promote the development of the south african economy by. Sasol limited registration no 197900323106 this moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing memorandum of incorporation of the company. The panel will have powers similar to those currently vested in the srp. Recently many changes in the laws for south african companies have occurred. Continued application of previous act to windingup and liquidation 10. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011.
This act makes significant changes to south african law, including the capital rules. The companies act 71 of 2008 the act has, however, changed the playing field in this regard. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. 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. 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.
With acts you are guaranteed the latest and most up to date resource for your legislative needs. Levels of bargaining in south africa under the labour relations act. Understanding the new companies act pwc south africa. Rsm south africa is a member of the rsm network and trades. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Continued investigation and enforcement of previous act 14. In other words, a company cannot fundamentally contract out of the companies act, 2008. This information should be considered in conjunction with the act itself. The cipc released the following additional information to assist in the application and implementation of the companies act. March 20 this article tests the separation of ownership and control in south africanlisted companies that leads to the divergence of interest between shareholders and directors.
Act and the regulations particularly the qualifying criteria set out in regulation 3 of the regulations. Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. Republic of south africa credit rating services bill draft for public comment as approved by cabinet on 26 july 2011 as introduced in the national assembly proposed section 75. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. Accounting records, financial statements, financial reporting. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. Whereas the constitution of the republic of south africa, 1996, requires national legislation to provide for the. Page 2 of 16 definitions and interpretation in this memorandum of incorporation unless the context otherwise requires. The medicines and related substances amendment act 72 of 2008 aims. The contention that section 207 of the companies act 71 of 2008 constitutes a codification of the common law tarquand rule.
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. Credit rating services bill 2011 national treasury. Mexico, new zealand, turkey and the us were released in 2008, 2009 and 2011. Protection for whistleblowers part b rights to seek speci. The new companies act of 2008 what about close corporations. General preservation of regulations, rights, duties, notices and other instruments 12. Fourteenth amendment of the constitution of south africa. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company.
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. Employment and inequality outcomes in south africa oecd. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. School of business and economics, monash south africa lesley stainbank school of accounting, economics and finance, university of kwazulunatal accepted. T he new companies act has also creat ed the new category of stateowned companies. Bg page 2 16072012 neither the short nor the long standard form of memorandum of incorporation for a non profit. Chief executive officer of south african national energy development institute 12. Opportunities for chinese investors arising from the new. Application to declare director delinquent or under probation 163.
Funding of south african national energy development institute 15. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. 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. Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. What you need to know about the companies act of 2008. Arrangement of sections chapter 1 interpretation, purpose and application part a interpretation 1. Preservation and continuation of court proceedings and orders 11. 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. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Accounting and auditing at south african national energy development. You will find below the key extracts from the south africa companies act along with the full act.
Application to protect rights of securities holders 162. One of the effects of the new companies act of 2008 is the phasing out of close corporations. 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. Apr 21, 2009 21 april 2009 south africas new companies act aims to provide some recourse for companies in distress, reduce the cost of doing business in the country, promote corporate governance and transparency and empower shareholders. The new companies act master builders kwazulunatal. For companies wishing to, the act provides for the simplest possible form of incorporation by use of a standard form of moi which permits the incorporators to accept the required provisions, as well as the default provisions with or without alteration. For guidance, the developers looked to south african company law for the 21st. Disputes concerning reservation or registration of company names 161. When comparing south africas new act with the amended companies act of 2006 in the united kingdom, it is easy to spot the difference. 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. Southern africa labour and development research unit saldru and. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms.
No new close corporations may be formed once that act comes into operation during 2010. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. Substitution of section 86 of act 71 of 2008 45 55. Guidelines for corporate law reform may 2004, a policy document developed by.
How does the new companies act impact small and medium. Republic of south africa companies act, 2008 memorandum of incorporation name of company. South african national energy development institute employees and conditions of service. There are some essential things you would need to know before you decide to incorporate a company in south africa. The social housing regulatory authority has, in terms of section 114 of the act, made. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti.
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