Amendment of the companies act regulation, 2011 5 february 2014. For profit section 82 a state owned company soc ltd. Companies act institute of directors in southern africa iodsa. There are some essential things you would need to know before you decide to incorporate a company in south africa. Previously regulated by voluntary standards and norms, the. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. South africa act, act of 1909 that unified the british colonies of the cape colony, natal, transvaal, and orange river see orange free state and thereby established the union of south africa. Section 75 of the companies act personal financial interest. In terms of purchasing power parity, south africa has the seventhhighest per capita income in africa. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers.
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. Sars means the south african revenue service established by section 2. South african companies that are financially distressed in south africa. Call for comments to the draft summary financial statements, comments due to regulator by 16. The companies act audit requirement and other matters. Promote the development of the south african economy by. Nonprofit law in south africa council on foundations. Section 304 of the act and the nonbinding opinion of cipc. The most basic categorization is the division between companies for profit and nonprofit companies sub divisions of south african companies. This applies in particular to public companies, communications and corporate governance. As such, it is intended to provide the reader or hisher entity with general information of interest. This is a list of acts enacted by the parliament of south africa from its establishment in 1910 to the present list of acts of the parliament of south africa, 191019. Chapter 6 of the south african companies act 71 of 2008.
In line with this trend, chapter 6 of the new companies act, no. Its economy is the secondlargest in africa, and the 34thlargest in the world. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Section 115 of the south african companies act sets forth the shareholder approval process for mergers and provides opportunities for objecting shareholders. The world bank classifies south africa as an uppermiddleincome economy, and a newly industrialised country. Limitation of period to incorporate close corporations or convert companies 3. Act requires that companies falling within specific categories.
South africa adopted the exposure draft on the ifrs for smes standard for use by local companies when it was issued by the iasb in 2007, with the intention of providing immediate relief for limited interest companies under the then pending corporate laws amendment act of 2007. 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. Hopefully this will shed some light on what is now required. Apr 21, 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. 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. The act reduces the companys reliance on the regulator, the companies and intellectual property commission cipc.
Procedurally, the judicial manager was appointed by the master of the high court. The companies act audit requirement and other matters related. Companies amendment act 3 of 2011 southern african legal. Minister means the cabinet member responsible for the administration of stic. This act makes significant changes to south african law, including the capital rules. List of acts of the parliament of south africa, 192029. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. The main features of the companies act, 2008 are as follows. Act to amend the companies act, 2008, so as to effect certain legaltechnical and grammatical amendments in order to ensure the proper application and adminis tration of the principal act subsequent to its commencement.
The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. Some acts have gone by more than one short title in the course of their existence. Rsm south africa is a member of the rsm network and trades as rsm. The whole or greater part of its assets and undertaking are in south africa, other than the assets and undertaking of any subsidiary that is incorporated outside south africa. Pertinent provisions of the south african companies act are discussed in footnotes. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Short title these regulations may be cited as the companies regulations, 2011. To provide for the incorporation, management and liquidation of companies. The reader is advised to consult a professional adviser for further assistance and.
Proposals to dispose of all or greater part of assets or undertaking 1 this section and section 115. You will find below the key extracts from the south africa companies act along with the full act. In the canadian business corporation act it states that affairs. Be it enacted by the parliament of the republic of south africa, as follows. Companies act provides relief for prejudiced minority. South africa companies act 2008 south africa company law. Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system. The whistleblowers handbook we often read about whistleblowers in the media these days, but what is a whistleblower. Rights that are promoted in the companies act overview the companies act, 2008 act no. The minister of trade and industry has, in terms of section 223 and item 14 of schedule 5 of the companies act, published the companies regulations.
The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Proclamation of companies act effective date 89kb pdf request for comments. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. Section 1 of the companies act, 2008 hereinafter referred to as the principal act, is hereby amended. What types of business entities are required to have a. Za domain name authority association incorporated under section 21 was this day incorporated under the. It has been modernised and brought into line with international best practices.
At the same time, it has been harmonised with other south african legislation, such as the. Guidelines for corporate law reform may 2004, a policy document. In determining what the test for unfairness is, south african courts have had to largely rely on english case law and similar cases under s 252 of the 1973 act. In terms of section 223, and item 14 of schedule 5, of the companies act, 2008 act. Restructuring of companies in financial distress is on the increase globally. Companies act 28 of 2004 gg 3362 brought into force on. Although companies still have to comply with various administrative processes to inform the cipc of its decisions for example the appointment. Memorandum on the objects of the companies act no 71 of 2008. Governance for south africa and the king report and code of.
An act or omission, which is unfair or prejudicial need not necessarily be unlawful, and the fact that an action is unlawful does not on its own make it prejudicial or unfair. Republic of south africa companies act, 1973 section 64 certificate of incorporation of a company without a share capital registration number it is hereby certified that the. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. In addition, the south african companies act is based largely upon the canadian one.
For guidance, the developers looked to south african company law for the 21st. Categorisation of companies the act provides for two categories of companies, namely for profit and not for profit companies as follows. The value added tax act imposes a 15 percent tax on the value of goods or services supplied by a vendor, imported goods, or services provided by a resident supplier or one carrying out business outside of south africa to a resident of south africa who uses the services in south africa vat act. 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 group of assets. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
Part 1 south african revenue service establishment 2. Companies act institute of directors in southern africa. Companies act 71 of 2008 english text signed by the president assented to. Such conflict is, however, inevitable from time to time and section 75 of the companies act, no. 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. With the implementation of the new companies act, many questions have been raised regarding the new audit requirements that were mandatory in the 1973 companies act. Audit and accounting requirements of the new companies act. Arrangement of sections sections chapter i interpretation and objects of act 1. 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. Section 35 of the south african companies act of 1973 is laudable to the extent that it overcomes the commonlaw hurdle that a company cannot ratify a preincorporation contract purportedly made. 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. Directors have certain fiduciary duties that they owe to the companies of which they are directors. Effect of conversion on legal status schedule 3 amendment of laws a.
This is a list of acts of the parliament of south africa enacted in the years 1920 to 1929 south african acts are uniquely identified by the year of passage and an act number within that year. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. The previous companies act, no 61 of 1973 the 1973 act followed the english. Section 304 of the companies act 71 of 2008 the act states that the annual financial statements of each company that is required in terms of the act to have its annual financial statements audited, must include the particulars showing the remuneration and benefits received by each director or individual holding any prescribed. The nonprofit company can be established with or without members, but it must have at least three directors companies act section 3. Registration and incorporation of companies in south west africa proclamation. 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 comply with any other financial reporting standards. As a result of the early adoption of the standard in south africa. List of acts of the parliament of south africa wikipedia.
Section 3application of act 1 except where otherwise provided, the provisions of this code shall apply to all companies formed in ghana, whether before or after the commencement of this code, under the provisions of the companies ordinance, cap. Inevitably, in terms of the creditor friendly approach the prospect of corporate rescue thinking does not exist and the emphasis is on. Introduction to the new companies act by cindy wannell. Here are some of the questions raised regarding the new companies act as well as answers to these questions. It was the work of white delegates who represented white electorates, less than onefifth of the. This includes the duty to act in the best interests of that company which in turn includes the duty to prevent a conflict of interest between the director and the company. 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. South african companies act are discussed in footnotes. The south african companies act of 2008, which came into force on may 1, 2011, provides for the incorporation of a nonprofit company, which is recognized as a separate category of company. With acts you are guaranteed the latest and most up to date resource for your legislative needs. The saica guide to the companies act 71 of 2008 has been released. Policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african economy. The ultimate goal in repealing the companies act, no. Jan 14, 2010 the companies act 2008 act 71 of 2008 the new act was promulgated on 9 april 2009 and will come into force on a date to be gazetted by the president, which date cannot be earlier than 9 april 2010.
Pdf the south african companies act and the realisation of. The south african companies amendment bill 2018 financial. Companies act, if the law of the jurisdiction in which the company is registered does not require such shareholder approval. Ifrs for smes or south african statements of generally. South african law has been based on a creditor friendly approach. This document contains selected sections of the south african companies act and the delaware general corporation law applicable to mergers and acquisitions. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The commission is a juristic person, and as mandated by the companies act, 2008, has jurisdiction throughout the republic, is independent, and subject only to the constitution and the law and any policy statement, directive or request issued to it by the minister of trade and industry in terms of this act. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. It is intended to be used in connection with preparing for the first session of the symposium. The companies act was introduced in parliament during 2008 and published for general. The south african revenue service is hereby established as an organ of. Za domain name authority association incorporated under section 21 was this day incorporated under the companies act, 1973 act 61 of 1973 and that the company is a. The enactment of s724 and s5 of the companies act, no.
In terms of the new act, the companies act 1973 act 61 of 1973, as. Understanding the new companies act pwc south africa. South african police for a report stating particulars of all convictions if any recorded. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Polity offers free access to south african legislation, policy documents and daily political news. The test is whether the company could surmount its difficulties and become a successful concern. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. Like south africa, canada has a supreme constitution and it is a. Companies regulations, 2011 7 companies regulations, 2011 chapter 1 general provisions part a interpretation 1. Overview of the south african business rescue process by karabo motshwane.
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