Recently many changes in the laws for south african companies have occurred. South africa boasts a diverse economy, driven by the services industry. The tribunal will have a dual mandate, first, to serve as a forum for voluntary alternative dispute resolution in any matter arising under the act and second, to. For guidance, the developers looked to south african company law for the 21st. Comments may be submitted to the sa department of trade. The winding up of insolvent companies remains regulated by the old companies act 61 of 1973. The impact of section 22 of the companies act on the duties. The minister of trade and industry has, in terms of section 223 and item 14 of schedule 5 of the companies act, published the companies regulations. How does the new companies act impact small and medium enterprises. Most notably, it enhances the rights of persons who have, to date, had limited or no protection under company law. 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.
Companies act 71 of 2008 english text signed by the president assented to. Occupational health and safety act and regulations. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Pdf the south african companies act and the realisation of. The new companies act is now operative schoemanlaw inc. In this code, unless the context otherwise requires, the expressions defined in the first schedule hereto shall have the meanings assigned to them in that schedule.
The regulations, deal with the functions of the companies commission, takeover regulation panel and companies tribunal, and other matters relating to the regulation of companies, which will come into effect on 1 may 2011. The new act governs the winding up of solvent companies and the. As such, it is intended to provide the reader or hisher entity with general information of interest. Labour guide south africa offers a wealth of labour law and health and safety information and documentation to attorneys, companies and individuals. Occupational health and safety act and regulations downloads labour guide. Companies act no 71 of 2008 by ira epstein fluxmans inc. This act is administered by the ministry of business, innovation, and employment. Jan, 2020 changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. In terms of the companies act, 2008, a company may be registered with or without a company name. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. The new companies act master builders kwazulunatal. Effect of conversion on legal status schedule 3 amendment of laws a. Private companies in south africa will be able to replace the annual audit.
Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers. It is therefore critical that south africa s company laws are structured in a manner that seeks to support economic growth, investor confidence and foreign. Companies act 1963 act 179 section 1commencement spent. This has led many commentators to draw attention to the differences between technical insolvency and commercial insolvency. Amendment of the companies act regulation 5 february 2014, download pdf.
Companies act 2008 south africa pty company registration. The companies bill introduces farreaching changes to company law in south africa. The new act and regulations became effective on 1 may 2011. Technical insolvency means that the value of the liabilities of a company exceeds the value of the assets of the company. Be it enacted by the parliament of the republic of south africa, as follows. The regulations, deal with the functions of the companies commission, takeover regulation panel and companies tribunal, and other matters relating to the regulation of. The act contains new structural arrangements, with the introduction of new. The test is whether the company could surmount its difficulties and become a successful concern. Procedurally, the judicial manager was appointed by the master of the high court. The shareholders of a solvent company may decide, for any number of reasons. Apr 30, 2020 welcome to the official south african government online site. The bill, published in september this year, proposes substantial changes to the sa companies act, which became law in 2011. 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.
Welcome to the official south african government online site. The impact of section 22 of the companies act on the. Introduction the companies act 71 of 2008 the act has been the catalyst for a number of changes undertaken by companies since the acts inception. The companies bill is intended to bring south africa in line with international best practice. 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. First, companies were challenged by the idea of a new regulatory environment, with its own new requirements and principles, such as alterable and nonalterable provisions. 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. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Small and medium enterprises would do well to take note of this new act. Registration and incorporation of companies in south west africa proclamation. Welcome to the official south african government online. The companies tribunal the act provides for one new body, the companies tribunal the tribunal, which will be an independent organ of state.
In the case of one stop financial services pty ltd v neffensaan onwikkelings pty ltd and another the ofs case, the western cape high court of south africa delivered a judgment that clarified application of the principles of the turquand rule and section 207 and section 208 of the act, in light of the abolishment of the doctrine of. For guidance, the developers looked to south african company law for the 21st century. South africa act, act of 1909 that unified the british colonies of the cape colony, natal, transvaal, and orange river see orange free state and thereby established the union of south africa. Registration and incorporation of companies in south west africa proclamation 234 of. The most important statutory remedy available to minority shareholders in this regard is the socalled oppression section of the companies act, which was section 252 in the companies act of 1973, and is now section 163 of the new companies act of 2008 which empowers the court to grant relief where there has been conduct that is unfair or. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. The companies bill will also, for the first time, regulate all companies, from the. What you need to know about the companies act of 2008. The new modus operandi of a company has to comply with the companies act 712008, the companies. The saica guide to the companies act 71 of 2008 has been released.
Companies act institute of directors in southern africa iodsa. The minister of trade and industry, dr rob davies, signed and approved the companies regulations, 2011. Limitation of period to incorporate close corporations or convert companies 3. The companies act 71 of 2008 the act has, however, changed the playing field in this regard.
How does the new companies act impact small and medium. On the 1st april,2011 the new companies act 2008 act will replace both the companies act 1973 and corporate laws amendment act 2006. The previous companies act, no 61 of 1973 the 1973 act followed the english. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. 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. May, 2011 after much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. A record of the companys noncurrent assets, showing for each such asset or, in the case of a group of relatively minor assets, each such group of assets. There are some essential things you would need to know before you decide to incorporate a company in south africa.
With acts you are guaranteed the latest and most up to date resource for your legislative needs. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. 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. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. Section 22 of the new companies act 2008 prohibits a company from trading under insolvent circumstances. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. 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 companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. The board of directors also has more power in terms of the new act.
Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africas leading opinion makers. Chapter 6 of the south african companies act 71 of 2008. Companies act institute of directors in southern africa. South africa companies act 2008 south africa company law. Changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. When comparing south africas new act with the amended companies act of 2006 in the united kingdom, it is easy to spot the difference. Arrangement of sections chapter 1 interpretation, purpose and application part a. Understanding the new companies act pwc south africa. The minister of trade and industry has in terms of section 223 and item 14 of schedule 5 of the companies act published the companies regulations. Minister mthembu to meet with stats council amid funding concerns. 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. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. A record of the companys noncurrent assets, showing for each such asset or, in the case of a group of relatively minor assets, each such. Companies act saica zaaboutmemberservicesmembersinsmallandmediumpracticestechnicalresourcescompaniesacttabid2755languageenusdefault.
Companies act no 71 of 2008 872kb pdf maatskappywet no 71 van 2008 685kb pdf. Reservation of name for later use part b incorporation and legal status of companies. Amongst others, the highlight is on three issues that may be relevant to this seminar for consideration, namely business rescue, social and ethics committees and the role of the companies tribunal. It was the work of white delegates who represented white electorates, less than onefifth of the. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. A significant change from the previous act of 1973 arises in section 45 relating to financial assistance. In november 2010 the new companies act came into effect. Note 4 at the end of this reprint provides a list of the amendments incorporated. The new companies act also requires that it be interpreted and applied in a. Feb 21, 2011 the impact of section 22 of the companies act on the duties of accounting officers of close corporations section 22 of the new companies act 2008 prohibits a company from trading under insolvent circumstances. The deadline for submitting comments on the proposed sa companies amendment bill has been extended to december 14, 2018.
After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. Oct 14, 2018 the deadline for submitting comments on the proposed sa companies amendment bill has been extended to december 14, 2018. You will find below the key extracts from the south africa companies act along with the full act. The new companies act changes existing south african company law in a number of ways. The winding up of solvent companies is provided for in the new companies act 71 of 2008. Polity offers free access to south african legislation, policy documents and daily political news. 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. Audit and accounting requirements of the new companies act. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. This page is continuously updated to ensure that you can stay up date on the companies law of south africa.
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