A significant change from the previous act of 1973 arises in section 45 relating to financial assistance. Promote the development of the south african economy by. The saica guide to the companies act 71 of 2008 was released. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Other companies may be either audited voluntarily or require an. Act to amend the companies act, 2008, so as to effect certain legaltechnical and.
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. If you agree then only proceed to download companies act 20 pdf. It has been announced that the new companies act no. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Companies act, 71 of 2008 series dommisse attorneys inc. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. This article looks at the south african companies act 71 of 2008 hereafter the companies act. Under the 2008 act, however, the position of directors has strengthened.
Companies act 71 of 2008 english text signed by the president assented to. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. You will find below the key extracts from the south africa companies act along with the full act.
The companies act, no 71 of 2008 an explanatory guide pdf, published by the department of trade and industry the new companies act, which was promulgated in 2009 and has been effective since may 2011, rewrites south african law completely. Emergency economic stabilization act eesa is a law passed by congress in 2008 in response to the subprime mortgage crisis. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, malaysia, new zealand, south africa and the united kingdom in relation to company law. Directors are tasked with the management of a company and, unless there is. Its mandate encompasses companies, close corporations, cooperatives, trade marks, patents, designs, aspects of legislation and enforcement of rules and regulations in most of these areas of law.
Be it enacted by the parliament of the republic of south africa, as follows. When a company is registered without a reserved name, its registration number automatically becomes the company name. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. 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. For guidance, the developers looked to south african company law for the 21st century. Companies without names it will become possible to form a company that is known only by its registration number. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Guidelines for corporate law reform may 2004, a policy document developed by. The simplicity and flexibility reflected in the act will contribute significantly to promote efficiency and transparency.
Companies act 2008 summary of transitional arrangement. May 04, 2020 companies act in pdf is available for students and professionals. 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. The most basic categorization is the division between companies for profit and nonprofit companies. The companies act financial assistance background the companies act 71 of 2008 the act came into effect on 1 may 2011.
M gwanyanya the south african companies act and the. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Trevor manuel the then minister of finance raised concern regarding intragroup company loans without. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The minister of trade and industry has, in terms of section 223 and. Companies act 1956, 20 pdf bare act, bare act pdf, law. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. Such a company may transact with a trading business name, or may apply to add a. There are some essential things you would need to know before you decide to incorporate a company in south africa. Guidelines for corporate law reform may 2004, a policy document.
Setting up your company if you are considering setting up a company, the two options that are available to you are to either incorporate a new company which is registered with the correct details from inception, or you can acquire a shelf company, transfer the shares held by the incorporator to the new. Feb 19, 2019 companies act, 71 of 2008 series part 1. 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 government made the right choice when they decided to change the companies act. The new companies act is now operative schoemanlaw inc. The purpose of this act is, among other things, to promote compliance with the bill of rights as provided for in the constitution of the republic of south africa, 1996 the. 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. The new modus operandi of a company has to comply with the companies act 712008, the companies. The king iii report anticipates the implementation of a new companies act of south africa.
Companies act no 71 of 2008 western cape government. It adjudicates on several cases and applications made in terms of the companies act and serves as a forum for the voluntary resolution disputes. The south african close corporations act 69 of 1984 cca is a. Under the 1973 companies act the 1973 act directors were elected by the shareholders and there were a number of transactions which required shareholder approval. Modified application with respect to stateowned companies 10. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. To provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of foreign companies carrying on business within the republic. Companies for profit can further be subdivided into.
The application of section 90 of the companies act, 2008. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Companies act no 71 of 2008 872kb pdf maatskappywet no 71 van 2008 685kb pdf companies amendment act, no 3 of 2011 2mb pdf companies regulations, 2011 pages 1 107 3,1mb pdf companies regulations, 2011 pages 108 212 4,2mb pdf companies regulations, 2011 pages 2 320 6,5mb pdf memorandum on the objects of the companies. It was established by social accountability international in 1997 as a multistakeholder initiative. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Cipcs primary institutional mandate is derived from the companies act, 2008, which establishes cipc as a juristic person.
Companies act, 2008 no 71 of 2008 register companies, business rescue practitioners and corporate names, maintain data, regulate governance of and disclosure by companies, accredit dispute resolution agents. 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. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. In terms of various rules made under companies act, 20 81 3. Other provisions with respect to a companys constitution. This information should be considered in conjunction with the act itself. It is hereby notified that the president has assented to the following act, which is hereby published for general information. The contention that section 207 of the companies act 71 of 2008 constitutes a codification of the common law tarquand rule. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no.
Appointment of the audit committee the companies act requires public companies and state owned companies to appoint an audit committee. Companies act 2008 south africa pty company registration. Acts companies and intellectual property commission cipc. Disclosures in terms of sebi regulations 91 conclusion 95 annexure 95 lesson roundup 112 selftest questions 112. What you need to know about the companies act of 2008. Guidelines for corporate law reform may 2004, a policy document developed by the department of. The annual financial statements of public companies will continue to require an audit. The companies tribunal is a body established under the companies act.
Promote compliance with the bill of rights as provided for in the constitution in the application of company law. The rights granted to trade unions under the companies act. 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. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa. Antiavoidance, exemptions and substantial compliance 7.
The salvation army south australia property trust act 1931 act of limited application. The oppression section of the new companies act of 2008 the decision in civils 2000 holdings pty ltd v black empowerment partner civils 2000 pty ltd 2011 3 all sa 215 wcc, discussed above, was based on section 252 of the old companies act of 1973. The new companies act of 2008 what about close corporations. Companies and intellectual property commission republic of. Over the years, the standard has evolved into an overall framework that helps certified organizations demonstrate their dedication to the. South africa company law is a set of rules and regulation formed under the south africa companies act 2008.
This digital book is based on the companies act 20 18 of 20, the companies amendment act 2015 21 of 2015 and companies amendment act2017 1 of 2018, companies amendment act 2019 20 of 2019 along with latest notified rules, circulars, notifications and orders by the ministry of corporate affairs from time to time till 4th. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. In this memorandum of incorporation unless the context otherwise requires. Modified application with respect to nonprofit companies 11. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. The companies act 71 of 2008 not only grants rights to registered trade unions, as is the case in labour law, but in some cases it grants rights to trade unions representing employees at the.
For guidance, the developers looked to south african company law for the 21st. In terms of the companies act, 2008, a company may be registered with or without a company name. Types of companies you can register in south africa. The companies act financial assistance deloitte us. The article focuses on companies and the companies act. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Santos limited regulation of shareholdings act 1989 act of limited applicationceased. The companies act 71 of 2008 the act has, however, changed the playing field in this regard. The rights granted to trade unions under the companies act 71. This act makes significant changes to south african law, including the capital rules.
No new close corporations may be formed once that act comes into operation during 2010. South africa companies act 2008 south africa company law. The saica guide to the companies act 71 of 2008 has been released. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa. Understanding the new companies act pwc south africa.
Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. May 2020 edition of my ebook on the companies act, 20 is available for sale from may 4, 2020. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Recently many changes in the laws for south african companies have occurred. While the new act does allow a two year transitional period transitional period from the date on which the new act. The pdf file you are about to download is not created by writinglaw. One of the effects of the new companies act of 2008 is the phasing out of close corporations.
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