The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Ramifications of section 1297 of the companies act 71 of. Guidelines for corporate law reform may 2004, a policy document developed by. Companies act 71 of 2008 south african commercial law blog. 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. The saica guide to the companies act 71 of 2008 has been released. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers. If an offer falls outside this meaning, chapter iv and its onerous provisions.
Act shall mean the companies act, 71 of 2008 and its regulations, as amended from time to time. This information should be considered in conjunction with the act itself. The companies act 71 of 2008 the act came into effect. In an application in terms of section 72 5 of the companies act 71 of 2008 the act for an exemption to appoint a social and ethics committee sec. In order to do this, the board must have reasonable grounds to believe that the. Understanding the new companies act pwc south africa. Disputes concerning reservation or registration of company names 161. The new companies act master builders kwazulunatal. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. 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. For guidance, the developers looked to south african company law for the 21st century. 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. To provide for the incorporation, management and liquidation of companies.
Companies act 71 of 2008 south african commercial law. For guidance, the developers looked to south african company law for the 21st. Accounting records, financial statements, financial reporting. In the companies tribunal of the republic of south africa the tribunal case no. Chief executive officer of south african national energy development institute 12. The minister of trade and industry has, in terms of section 223 and. Ramifications of section 1297 of the companies act 71 of 2008 south africa. Companies amendment act 3 of 2011 saflii home saflii.
Advantages and dis duties in the south african companies act. Accounting and auditing at south african national energy development. 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. The namibian companies act 28 of 2004, amended 2011, contains a numberof provisions that will directly impact all companies, directors and officers. Deloitte namibia changes to the 2004 companies act made. Polity offers free access to south african legislation, policy documents and daily political news. The companies act 71 of 2008 new companies act will commence on 1 may 2011. The new companies act of 2008 what about close corporations. State owned company incorporated in terms of the companies act, no 63 of 1973, which has now been replaced by the companies act 71 of 2008, with registration number 200002899307. Most of the amendments made, however, relate to a modernisation of the act with wording amendments. No new close corporations may be formed once that act comes into operation during 2010.
Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. The companies act implications for directors and prescribed. Companies act institute of directors in southern africa iodsa. Republic of south africa companies act 71 of 2008 memorandum of incorporation of a public company adcock ingram holdings limited registration number. Download a copy of the companies act, 2008 ammended companies act and. Subject to the preceding article, any words or expressions defined in the act the sectional title act, 1991 or the deeds registries act, 1937 shall, unless the context otherwise requires, bear the same.
The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. The notion of auditor independence is entrenched in south african law and. In an application in terms of section 72 5 of the companies act 71 of 2008 the act for an exemption to appoint a social and ethics committee sec for the applicant, in terms of regulation 43. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa.
Promote the development of the south african economy by. Section 45 of the companies act no 71 of 2008 applies to direct or indirect assistance to. 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. 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. Protection for whistleblowers part b rights to seek speci. Republic of south africa companies act 71 of 2008 memorandum. 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. Advantages and dis duties in the south african companies. Application to protect rights of securities holders 162. You will find below the key extracts from the south africa companies act along with the full act. Substitution of section 86 of act 71 of 2008 45 55. Government gazette south african geomatics council sagc. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014.
Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. 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. Section 1281b of the companies act 71 of 2008 the act defines an affected person as. Republic of south africa companies act, 2008 memorandum of. The board of a company may resolve that the company begins business rescue proceedings and places the company under supervision section 1291. See henochsberg on the companies act 71 of 2008, page 466, commentary on section 1. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The contribution does not attempt to discuss substantive provisions of the companies act 71 of 2008. Bg page 2 16072012 neither the short nor the long standard form of memorandum of incorporation for a non profit. Instead, the author explains the process followed in the drafting of.
The companies act 71 of 2008 the act regulates the legal relationship between the company, as a separate legal entity with its own legal persona s 192 on the one hand, and the companys shareholders on the other hand. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Pdf version for members only please note you have to log in to the saica website to download, download pdf. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Mineral and petroleum resources royalty act 28 of 2008. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no.
Recently, south africa has undergone a major process of law reform, culminating in the companies act no. 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. South africa companies act 2008 south africa company law. A director or prescribed officer of the company or of a related or interrelated company a related or interrelated company or corporation a member of a related or interrelated corporation a person related to any. South african national energy development institute employees and conditions of service. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act.
Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. In the companies tribunal of the republic of south africa in. Jul 24, 2012 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. This act makes significant changes to south african law, including the capital rules.
Companies act no 71 of 2008 by ira epstein fluxmans inc. Companies act no 71 of 2008 western cape government. In this memorandum of incorporation unless the context otherwise requires. The contention that section 207 of the companies act 71 of 2008 constitutes a codification of the common law tarquand rule. Board shall mean the board of directors for the time being of the company elected in terms of article 19 and 21. Funding of south african national energy development institute 15. This note has been prepared on the basis of the new companies act, as amended by the latest version of the companies amendment bill and as read with the final companies regulations. Companies act 28 of 2004 gg 3362 brought into force on. For the purposes of such a report any member of the south african.
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