2008 companies act south africa pdf

The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. What you need to know about the companies act of 2008. In line with this trend, chapter 6 of the new companies act, no. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. The companies act implications for directors and prescribed. Applicability of sections 44, 45 and 46 of the companies act. Companies amendment act 3 of 2011 south african government. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Guidelines for corporate law reform may 2004, a policy document.

The new companies act of 2008 what about close corporations. Amendment of the companies act regulation, 2011 5 february 2014. Procedurally, the judicial manager was appointed by the master of the high court. Applicability of sections 44, 45 and 46 of the companies. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Companies act, 71, 2008 memorandum of incorporation of a nonprofit company name of association. For more information on this or any other legal related queries please contact us at 033 392 8000. The rationale of this dissertation is therefore to allow for readers to have a better understanding of the duty of care, skill and diligence in terms of both the common law as well as the statutory law, in south africa. 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. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. In the canadian business corporation act it states that affairs. The saica guide to the companies act 71 of 2008 has been released. As such, organisations should look to good corporate governance practices for further guidance when considering. 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.

For guidance, the developers looked to south african company law for the 21st. This act makes significant changes to south african law, including the capital rules. Guidance on the provision of nonaudit services by the. The true intention of the section 21 of the companies act 71 of 2008 is to provide a legal basis for companies that are not yet incorporated to engage in business transaction before, it is legally in existence. Be it enacted by the parliament of the republic of south africa, as follows.

I have not come across a more appropriate legal firm for startups in south africa and they have really built up a broad range of knowledge in. 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 page is continuously updated to ensure that you can stay up date on the companies law of south africa. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. In this article, we explore the requirements applicable to a disposal of the greater part of a companys assets or undertakings in terms of section 112 of the companies act act no. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. A guide to business rescue prepared by werksmans attorneys. Recently many changes in the laws for south african companies have occurred. Reaffirm the concept of the company as a means of achieving economic and social benefits. You will find below the key extracts from the south africa companies act along with the full act. Chapter 6 of the south african companies act 71 of 2008. Republic of south africa companies act, 2008 memorandum of incorporation name of company. Recently, south africa has undergone a major process of law reform, culminating in the companies act no.

Act or the old act and the 2008 companies act as the new companies act or new act. Companies regulations, 2011 7 companies regulations, 2011 chapter 1 general provisions part a interpretation 1. The whole or greater part of its assets and undertaking are in south africa, other than the assets and undertaking of any subsidiary that is incorporated outside south africa. Understanding the new companies act pwc south africa. Promote the development of the south african economy by. 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. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. 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. Like south africa, canada has a supreme constitution and it is a. Commentators in south africa have correctly said that the role of a business rescue practitioner is new and unique and commentators question how successful practitioners will be in the early years once the legislation comes into effect.

There are some essential things you would need to know before you decide to incorporate a company in south africa. Companies act no 71 of 2008 western cape government. South african optometric association npc registration number. Reference to the act shall, if the act is replaced by any other statute, be construed as a reference to the statute or statutes from time to time in force relating to companies. Section 115 of the south african companies act sets forth the shareholder approval process for mergers and provides opportunities for objecting shareholders. In addition, the south african companies act is based largely upon the canadian one. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Alterable provisions in the companies act 2008 as at 1 may 2011 52011 list of alterable provisions in the companies act, 2008 1. Companies act 2008 south africa pty company registration. Companies act, 71 of 2008 series dommisse attorneys inc. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions.

Limitation of period to incorporate close corporations or convert companies 3. Jun 04, 2018 the true intention of the section 21 of the companies act 71 of 2008 is to provide a legal basis for companies that are not yet incorporated to engage in business transaction before, it is legally in existence. Reporting standards for small and medium enterprises ifrs for smes or south african statements of generally accepted accounting practice sa gaap depending on the classification of the company. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all. Any reference to the act in this guide refers to the companies act, no 71 of 2008, and any reference to the commission refers to the companies and intellectual property commission.

The companies act audit requirement and other matters. Restructuring of companies in financial distress is on the increase globally. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Companies act regulations 2008 acts download sapoa. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. The government made the right choice when they decided to change the companies act. Companies act 71 of 2008 english text signed by the president assented to. Lenders often ask which of s44, 45 and 46 of the companies act, no. The solvency and liquidity approach in the companies act. Promote innovation and investment in south african markets. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. The reader is advised to consult a professional adviser for further assistance and. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments.

Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. A discussion on the duty of care, skill and diligence to. The apostolic faith mission of south africa private act repeal act, 2008 no. South african companies that are financially distressed in south africa. A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. Before the new companies act came into effect on 1 may 2011 and in dealing with the rendering of directors personally liable for the debt or debts of a company one relied on the provisions of the old companies act after may 2011 we now rely on two acts. Pdf the companies act 71 of 2008 the companies act was promulgated in april.

The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. The companies act, 2008 the 2008 act provides that a companys memorandum of incorporation moi is subject to the 2008 act and must be consistent with its provisions. The test is whether the company could surmount its difficulties and become a successful concern. Effect of conversion on legal status schedule 3 amendment of laws a. No new close corporations may be formed once that act comes into operation during 2010. Companies act, if the law of the jurisdiction in which the company is registered does not require such shareholder approval. South africa companies act 2008 south africa company law. Short title these regulations may be cited as the companies regulations, 2011. In this memorandum of incorporation unless the context otherwise requires. The solvency and liquidity approach in the companies act 2008. With acts you are guaranteed the latest and most up to date resource for your legislative needs.

The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Introduction the south african institute of chartered accountants saia and the independent regulatory board for auditors the ira have undertaken to provide guidance to members on the interpretation of section 902 b of the companies act, no. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008 companies amendment act, no 3 of 2011 companies regulations, 2011 pages 1 107 companies regulations, 2011 pages 108 212 companies regulations, 2011 pages 2 320. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Promote the development of companies within all sectors of the economy, and encourage active participation in economic organization, management and. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Pdf the south african companies act and the realisation of. The purpose of this article is therefore to consider section 75 in the companies act of 1973 or its equivalent section 362 in the companies act of 2008 and the topic of statutory approval. For guidance, the developers looked to south african company law for the 21st century.