Guidance on section 90 of the companies act, 2008 1. The provisions of the act set the bar for competent directors at much higher levels than we have seen in the past. Companies amendment act 3 of 2011 southern african. There are some essential things you would need to know before you decide to incorporate a company in south africa. Recently many changes in the laws for south african companies have occurred. The act expressly provides that records must be kept in written form, or. 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. Applicant and the respondent to file their respective heads of argument on or before monday, 3 july 2017. The companies act, 2008 disclosure of directors and. Directors are obligated to report financial distress failure to do so might result in personal liability. Promote the development of the south african economy by. At the same time, it has been harmonised with other south african legislation, such as. Cases 1 definitions in this act, unless the context otherwise indicates amendment means a deletion, addition, alteration or interlineation. The companies act audit requirement and other matters.
It replaced the system of judicial management provided for by chapter xv of the companies act 61 of 1973 the 1973 act, it having been widely acknowledged that. Companies ct 2008 act o 71 of 2008 4 promote the development of the south african economy by encouraging entrepreneurship and enterprise efficiency. In line with this trend, chapter 6 of the new companies act, no. S heads of argument department of environmental affairs. Companies amendment act 3 of 2011 south african government. 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. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. This article looks at the south african companies act 71 of 2008 hereafter the companies act. The act has a significant impact on directors liability in corporate south africa. Be it enacted by the parliament of the republic of south africa, as follows. The main features of the companies act, 2008, which came into effect in november 2010, are as follows.
The companies act 61 of 1973 the previous act was repealed on 1 may 2011. What you need to know about the companies act of 2008. 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. Companies act 2008 summary of transitional arrangement. Sayeh august 19, 2008 a joint imfworld bank financial sector assessment program fsap mission visited south africa from may 6 to 20, 2008 to conduct an fsap update. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
How does the new companies act impact small and medium. Download a copy of the companies act, 2008 ammended companies act and regulations. It has been modernised and brought into line with international best practices. Company annual returns 1 a company must file its annual return in form cor 30. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti.
Guidelines for corporate law reform may 2004, a policy document. Understanding the new companies act pwc south africa. Companies act no 71 of 2008 western cape government. Inevitably, in terms of the creditor friendly approach the prospect of corporate rescue thinking does not exist and the emphasis is on. With acts you are guaranteed the latest and most up to date resource for your legislative needs.
However, within the companys structure itself internal politics and conflicts. 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 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. South african law has been based on a creditor friendly approach. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Companies for profit can further be subdivided into. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation.
Short title these regulations may be cited as the companies regulations, 2011. Companies act, no 71 of 2008 the companies act, no 71 of 2008, consolidates and amends the law that relates to companies. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Companies act 2008 south africa pty company registration. 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. Audit and accounting requirements of the new companies act. Most notably, it enhances the rights of persons who have, to date, had limited or no protection under company law. The most basic categorization is the division between companies for profit and nonprofit companies. The new companies act master builders kwazulunatal. Wills amendment act 41 of 1965 law of succession amendment act 43 of 1992 general law amendment act 49 of 1996 act to consolidate and amend the law relating to the execution of wills. The saica guide to the companies act 71 of 2008 has been released. Effect of conversion on legal status schedule 3 amendment of laws a.
The new companies act changes existing south african company law in a number of ways. Chapter 6 of the south african companies act 71 of 2008. Types of companies you can register in south africa. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa. The reader is advised to consult a professional adviser for further assistance and. Pdf the south african companies act and the realisation of. For guidance, the developers looked to south african company law for the 21st century. The new companies act is now operative schoemanlaw inc.
Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. Companies act institute of directors in southern africa iodsa. Introduction the south african institute of chartered accountants saica and the independent regulatory board for auditors the irba have undertaken to conduct research to determine the impact of the senior counsel interpretation of section 902 b of the companies act, 2008. The government made the right choice when they decided to change the companies act. South african companies that are financially distressed in south africa. 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. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Restructuring of companies in financial distress is on the increase globally. The legal principles that finds application in this application will for ease of. Advantages and dis duties in the south african companies.
Republic of south africa companies act, 2008 memorandum of incorporation name of company. As such, it is intended to provide the reader or hisher entity with general information of interest. This act makes significant changes to south african law, including the capital rules. Companies regulations, 2011 7 companies regulations, 2011 chapter 1 general provisions part a interpretation 1. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20.
Employees and the trade unions which represent them are among them. No new close corporations may be formed once that act comes into operation during 2010. The article focuses on companies and the companies act. Companies act regulations 2008 acts download sapoa. This act became effective on 1 may 2011 and should be read with the companies amendment act, no 3 of 2011, and the companies regulations, 2011. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Pdf the companies act 71 of 2008 the companies act was promulgated in april. Therefore, any amounts paid to directors and prescribed officers for services rendered to a trust or a foreign subsidiary within the group would not be included in the disclosure, since a trust or a foreign subsidiary company is not a company for purposes of the companies act. Limitation of period to incorporate close corporations or convert companies 3.
Companies act 71 of 2008 english text signed by the president assented to. One of the effects of the new companies act of 2008 is the phasing out of close corporations. The new companies act of 2008 what about close corporations. Constitution means the constitution of the republic of south africa, 1996 convertible securities. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. Policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african economy. How does the new companies act impact small and medium enterprises. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. In addition, the south african companies act establishes a public interest point system, and those smes that have a public interest score under 100 points and whose financial statements are internally compiled can use their own accounting policies if they are not required to. This booklet provides insight into how creditors may. The new modus operandi of a company has to comply with the companies act 712008, the companies. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies.
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