Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. This article looks at the south african companies act 71 of 2008 hereafter the companies act. This information should be considered in conjunction with the act itself. Bill to provide for the incorporation, registration, organisation and management of companies, the capitalisation of pro. Company means sasol limited or by whatever other name it may be known from time to time, registration number 197900323106, being a preexisting public company incorporated under the companies act, 1973.
Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Companies amendment act 3 of 2011 south african government. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. 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. Removal of a director under the companies act, 2008 in.
The companys articles of association usually stipulate the limits within which the proxy may act. Companies act means the companies act, 2008, as amended or any legislation which replaces it. The companies act 71 of 2008, which came into force on 1 may 2011, applies to all south african companies new companies act or act. For guidance, the developers looked to south african company law for the 21st. Companies amendment act 3 of 2011 southern african legal. This act is called the companies act, 2008, and comes into operation on a date. Although the companies act does not expressly state that section 60 of the companies act, which permits shareholders to pass resolutions in writing as opposed to holding a meeting, does not apply to the removal of a director, it is advisable that a meeting be held. A companys constitutional document is known as its memorandum of incorporation moi. A new companies act act 71 of 2008 as amended act became operative in our law on 1 may 2011. 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. May, 2011 after much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation.
Human rights commission means the south african human rights commis. It was commented that this act was drafted without taking note of other legislation and processes germane to south africas economy. South african company law for the 21 century guidelines for. There are some essential things you would need to know before you decide to incorporate a company in south africa.
This article looks at the south african companies act 71 of 2008 hereafter the. A provision in the moi is void to the extent that it is inconsistent with the companies act 2008. 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. The article focuses on companies and the companies act. Windingup of solvent companies and deregistering companies 79. 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. The government made the right choice when they decided to change the companies act. It was brought into our statute books by the companies act, no. Understanding the new companies act pwc south africa. This act introduced some novel provisions into our law. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Inevitably, in terms of the creditor friendly approach the prospect of corporate rescue thinking does not exist and the emphasis is on liquidation and protection of the rights of.
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. But the south african companies act in s 189 gives this right to every member entitled to attend and vote at a company meeting. How does the new companies act impact small and medium. The new companies act 71 of 2008 chapter 6 being called business rescue and compromise with creditors was signed by the state president in april 2008 and is expected but nobody is sure to come into effect in november 2010. Companies act no 71 of 2008 western cape government. Business rescue proceedings a litigation feast business rescue is a novel concept under south african law. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. Furthermore, the companys moi will prevail if a provision is inconsistent with a provision in any agreement between its shareholders.
These duties are set out in section 76 of the companies act. South africa companies act 2008 south africa company law. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. The companies act 71 of 2008 new companies act will commence on 1 may 2011. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. The new companies act constitutes a wholesale overhaul of company law in south africa and it seeks to promote transparency and accountability in the south african corporate sector. The new companies act master builders kwazulunatal.
Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. South african company law is that body of rules which regulates corporations formed under the companies act. Companies act 2008 south africa pty company registration. Pdf the companies act 71 of 2008 the companies act was promulgated in april.
This entry also covers rules by which partnerships and trusts are governed in south africa, together with albeit in less detail. Updated guidance and frequently asked questions on section 90 2 of the companies act, 2008. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. 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. South african law has been based on a creditor friendly approach.
I shall hereunder attempt to bring out the changes that had been brought about by the provisions of section 27 to the common law in relation to the authority of. 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. What you need to know about the companies act of 2008. 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. 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. Recently many changes in the laws for south african companies have occurred. Companies act 71 of 2008 english text signed by the president assented to. Companies act regulations 2011 under companies regulations 2011.
Removal of a director under the companies act, 2008 in south. In other words, a company cannot fundamentally contract out of the companies act, 2008. The south african companies act and the realisation of corporate human rights responsibilities m gwanyanya summary the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. The south african companies act in section 207 as read. For guidance, the developers looked to south african company law for the 21st century. You will find below the key extracts from the south africa companies act along with the full act. South africa smith school of enterprise university of oxford. Dissolution of companies and removal from register 83. Companies amendment act 3 of 2011 southern african. Board shall mean the board of directors for the time being of the company elected in terms of articles 19 and 21.
Substitution of section 86 of act 71 of 2008 45 55. Concerns were also expressed about the familiarity of the drafters with south african conditions. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. The business rescue provisions of the act are designed to facilitate the rehabilitation of a company that is financially distressed by providing. Amendment of the companies act regulation, 2011 5 february 2014. Pdf the south african companies act and the realisation of. Guidelines for corporate law reform may 2004, a policy document developed 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. Companies act 2008 effective from 1 may 2011 categories of companies required to be audited. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. In this memorandum of incorporation unless the context otherwise requires. The current framework of south african company law is built on foundations, which were put in place in.
The main features of the companies act, 2008 are as follows. Act shall mean the companies act, 71 of 2008 and its regulations, as amended from time to time. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. M gwanyanya the south african companies act and the. The companies act requires that prior to a resolution for the removal of a director being considered by the shareholders, the director should be given notice of the meeting and the proposed resolution to have him removed. Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company.
The minister of trade and industry has, in terms of section 223 and. Thirdly, it might forge ahead heedless of evidence and warnings about its consequences. The south african companies act in section 207 as read with section 208, creates a statutory turquand rule and simultaneously preserves the turquand common law rule. The new companies act is now operative schoemanlaw inc. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. The simplicity and flexibility reflected in the act will contribute significantly to promote. 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. The companies act, 71 of 2008 african phoenix investments. Modern company law for a competitive south african economy, xiiixxv.
Advantages and dis duties in the south african companies. The new modus operandi of a company has to comply with the companies act 712008, the companies. Advantages and dis duties in the south african companies act. The changes include inter alia provision for financial assistance for subscription of securities and acquisition of own. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Companies act 2008 summary of transitional arrangement.
Chapter 6 of the south african companies act 71 of 2008. It is meant to provide a temporary measure to rehabilitate financially distressed. Inevitably, in terms of the creditor friendly approach the prospect of corporate rescue thinking does not exist and the emphasis is on liquidation and protection of the rights of creditors. Promote the development of the south african economy by. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. A company is a business organisation which earns income by the production or sale of goods or services.
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