Constitution means the constitution of the republic of south africa, 1996 convertible securities. Those companies act regulations permit the use of either ifrs standards, the ifrs for smes standard, or sa gaap in specific instances. Guidelines for corporate law reform may 2004, a policy document. The companies act, 2008 disclosure of directors and. What you need to know about the companies act of 2008. Other companies may be either audited voluntarily or require an. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. 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. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. 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 companies act audit requirement and other matters. Be it enacted by the parliament of the republic of south africa, as follows.
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. Types of companies you can register in south africa. Antiavoidance, exemptions and substantial compliance 7. Chapter 6 of the new companies act first introduced it to the south african legal landscape. While the new act does allow a two year transitional period transitional period from the date on which the new act becomes effective effective date in order to. Consumer protection act 68 of 2008 south african government. There are changes that may be brought into force at a future date. The minister of trade and industry has, in terms of section 223 and. See henochsberg on the companies act 71 of 2008, page 466, commentary on section 1. Companies act 2008 summary of transitional arrangement. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. Republic of south africa companies act, 2008 amended memorandum of incorporation for a nonprofit company southern african music rights organisation npc samro registration no.
The south african companies act in section 207 as read. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. An act to amend and consolidate the law relating to the incorporation, regulation and winding up of companies and other associations and to make provision for other related and connected matters. With acts you are guaranteed the latest and most up to date resource for your legislative needs. The companies act the act provides for a new classification of companies. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Restructuring of companies in financial distress is on the increase globally.
This act makes significant changes to south african law, including the capital rules. Promote the development of the south african economy by. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. Many companies have struggled with the interpretation of section 304 to 6 of the act, and for that reason we have collated a number of the frequently asked questions. 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 booklet provides insight into how creditors may. Modified application with respect to stateowned companies 10. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, kenya, malaysia, new zealand, south africa and the united kingdom in relation to company law. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders.
Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Counsel interpretation of section 902 b of the companies act, 2008 the act on registered auditors. Companies act no 71 of 2008 western cape government. In line with this trend, chapter 6 of the new companies act, no. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. Understanding the new companies act pwc south africa. Companies act 2008 south africa pty company registration. S heads of argument department of environmental affairs. 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 act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Guidelines for corporate law reform may 2004, a policy document developed by.
The confusion which has arisen as to when a company may be wound up in terms of the companies act 2008 or in terms of the companies act 1973 is thus eliminated. Climate change act 2008 is up to date with all changes known to be in force on or before 21 february 2020. The saica guide to the companies act 71 of 2008 has been released. Dec 09, 2014 the confusion which has arisen as to when a company may be wound up in terms of the companies act 2008 or in terms of the companies act 1973 is thus eliminated. The annual financial statements of public companies will continue to require an audit. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Companies act 71 of 2008 south african commercial law. In terms of the new act, companies are classified as either. Nov 12, 2009 one of the effects of the new companies act of 2008 is the phasing out of close corporations.
If you agree then only proceed to download companies act 20 pdf. Companies act 1956, 20 pdf bare act, bare act pdf, law. Recently many changes in the laws for south african companies have occurred. Reservation of name for later use part b incorporation and legal status of companies. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament companies acts may be a generic name either for legislation. Companies without names it will become possible to form a company that is known only by its registration number. It has been announced that the new companies act no. The companies act 61 of 1973 the previous act was repealed on 1 may 2011.
No new close corporations may be formed once that act comes into operation during 2010. This chapter of the act allows those sa companies in financial distress or trading in insolvent circumstances to file for business rescue and, with the assistance of a business rescue practitioner, reorganise and restructure the business with the aim. The companies act audit requirement and other matters related. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Be it enacted by parliament in the sixtyfourth year of the republic of india as follows.
Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all. The provisions of the act set the bar for competent directors at much higher levels than we have seen in the past. For guidance, the developers looked to south african company law for the 21st. University of pretoria, continuing education, 2011, 9. 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 directors and. Limitation of period to incorporate close corporations or convert companies 3. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973.
You will find below the key extracts from the south africa companies act along with the full act. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Companies for profit can further be subdivided into. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Revised legislation carried on this site may not be fully up to date. An act to consolidate and amend the law relating to companies. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. Companies act means the companies act, 2008, as amended or any legislation which replaces it. Companies act 71 of 2008 english text signed by the president assented to. The new companies act of 2008 what about close corporations.
The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Feb 19, 2019 companies act, 71 of 2008 series part 1. Modified application with respect to nonprofit companies 11.
In 2011, the government adopted new companies act regulations under the companies act of 2008 that prescribe the reporting frameworks based on each individual companys public interest score. The most basic categorization is the division between companies for profit and nonprofit companies. For guidance, the developers looked to south african company law for the 21st century. Companies act, 71 of 2008 series dommisse attorneys inc. 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 companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Corporate income tax cit is a tax imposed on companies resident in the republic of south africa i. Nothing in this document should be construed as professional advice. Effect of conversion on legal status schedule 3 amendment of laws a. The companies act, 2008 the act requires certain companies to include the disclosure of directors and prescribed officers remuneration in the financial statements. The pdf file you are about to download is not created by writinglaw. 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.
South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Changes and effects are recorded by our editorial team in lists which can be. 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. Pdf the south african companies act and the realisation of. The companies act 71 of 2008 new companies act will commence on 1 may 2011. In this memorandum of incorporation unless the context otherwise requires.
1261 626 95 367 735 351 1228 1520 111 336 1177 558 904 978 1099 1176 489 931 820 536 152 505 282 1325 1438 1097 472 1187 1449 1066 711 1116 121 58 167 616 664 1372 755 724