This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. If an offer falls outside this meaning, chapter iv and its onerous provisions. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Piercing the veil under section 209 of the companies act. This is the act which we refer to as the new act, though the gloss of newness is long gone. Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system. The apostolic faith mission of south africa private act repeal act, 2008 no. Constitution means the constitution of the republic of south africa, 1996 convertible securities. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Be it enacted by the parliament of the republic of south africa, as follows.
King iv an overview introduction the king reports on governance for south africa have for more than 20 years constituted the premier corporate governance codes in this country. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Effect of conversion on legal status schedule 3 amendment of laws a. How does the new companies act impact small and medium. Overview of the south african business rescue process. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Overview of the south african business rescue process by karabo motshwane. Arrangement of sections chapter 1 interpretation, purpose and application part a. The government made the right choice when they decided to change the companies act. A discussion on the duty of care, skill and diligence to.
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. Brand south africa south africa has a welldeveloped and formally regulated company law regime. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Constitution means the constitution of the republic of south africa, 1996. 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. What you need to know about the companies act of 2008. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. Understanding the new companies act pwc south africa. 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. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. In other words, a company cannot fundamentally contract out of the companies act, 2008. Some of these include legislation and navigating their companies through the competitive times.
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 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. This has culminated in the replacement of the 1973 companies act with a new 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. Companies act, 71, 2008 memorandum of incorporation of a nonprofit company name of association. The companies act, 71 of 2008 act gives shareholders certain substantive powers which include, among others, the power to amend the memorandum of incorporation of the company moi, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the companys assets. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Applicability of sections 44, 45 and 46 of the companies. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. 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 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. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Limitation of period to incorporate close corporations or convert companies 3.
Some of these include legislation and navigating their companies through the competitive times, trends and operational as well as economic pressures. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. 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. Companies act no 71 of 2008 by ira epstein fluxmans inc. Updated guidance and frequently asked questions on section 902 of the companies act, 2008. 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. In terms of the new act, companies are classified as either.
It is not true that npcs or any companies have to adopt a new moi, and it is also not true that it has to be done by 30 april. The test is whether the company could surmount its difficulties and become a successful concern. Republic from a foreign jurisdiction and thereafter exists as a sa company, governed by the act, subject to it meeting certain criteria as set out in section. South africa companies act 2008 south africa company law. With regard to profit companies, the act distinguishes. For guidance, the developers looked to south african company law for the 21st. The companies act audit requirement and other matters. A guide to business rescue prepared by werksmans attorneys. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. This act is called the companies act, 2008, and comes into operation on a date. The companies act or the act refers to the companies act, no. Cassim rehana, 2014 piercing the veil under section 209 of the companies act 71 of 2008. Companies act no 71 of 2008 western cape government. King iii king iv companies act, 2008 composition of governing body should comprise a majority of nonexecutives, and.
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. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. The companies act 2008 was finally, after much debate and controversy, made law on 1 may 2011. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. The pfma refers to public finance management act, no.
Pdf the south african companies act and the realisation of. Promote the development of the south african economy by. Also, the act exempts nonprofit companies from certain provisions of the act. The minister of trade and industry has, in terms of section 223 and. The regulations refers to the regulations to the companies act, no. 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. Republic of south africa companies act, 2008 memorandum of incorporation name of company. Chapter 6 of the south african companies act 71 of 2008. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. The companies act 71 of 2008 the act has, however, changed the playing field in this regard. You will find below the key extracts from the south africa companies act along with the full act. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010.
Guidelines for corporate law reform may 2004, a policy document. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. South african company law is that body of rules which regulates corporations formed under the companies act. The companies act implications for directors and prescribed. For guidance, the developers looked to south african company law for the 21st century. The saica guide to the companies act 71 of 2008 has been released. 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. 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. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. Procedurally, the judicial manager was appointed by the master of the high court.
A new direction, south african mercantile law journal, 262 307. Guidelines for corporate law reform may 2004, a policy document developed by. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. 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. A discussion on the duty of care, skill and diligence to be. Feb 19, 2019 the companies act, 71 of 2008 act gives shareholders certain substantive powers which include, among others, the power to amend the memorandum of incorporation of the company moi, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the companys assets. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The former has governed our company law for over thirty 30 years with a. Companies ct 2008 act o 71 of 2008 4 promote the development of the south african economy by encouraging entrepreneurship and enterprise efficiency. The companies act audit requirement and other matters related. South african optometric association npc registration number.
This entry also covers rules by which partnerships and trusts are governed in south africa, together with albeit in less detail cooperatives and sole proprietorships. Recently many changes in the laws for south african companies have occurred. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. A company is a business organisation which earns income by the production or sale of goods or services. It is administered by the companies and intellectual properties commission. 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.
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