Rights that are promoted in the companies act overview the companies act, 2008 act no. The next major south african legislation in this area was the companies act 5 of 1973, which remained in force until 31 april 2011. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. Constitution means the constitution of the republic of south africa, 1996. The cipc released the following additional information to assist in the application and implementation of the companies act. Private companies in south africa will be able to replace the annual audit. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Share buybacks section 488 of the companies act rsm. Although much of the old law was retained, many significant new concepts and changes were introduced. Minutes should be retained in a minute book at the registered office of the. The companies act of 20081 t he act has revolutionised the corporate law landscape in south africa. When the new companies act, no 71 of 2008 came into force on 1 may 2011, it marked the beginning of a significant era for corporate law in south africa. Feb 19, 2019 companies act, 71 of 2008 series part 1. Gifted shares to a subsidiary company appeared to be a method to avoid tax apr 22, 20.
The publication is updated once a year and not as and when legal developments occur. 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. The appointed company secretary must be a permanent resident in south africa. University of cape town school for advanced legal studies. What you need to know about the companies act of 2008. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Companies act no 71 of 2008 maatskappywet no 71 van 2008 companies amendment act, no 3 of 2011 2mb pdf companies regulations, 2011 pages 1 107 3,1mb pdf. The minutes of a meeting are defined as the official, permanent record in writing, expressed in formal terms, of the business transacted at a meeting. 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 winding up of solvent companies is provided for in the new companies act 71 of 2008. Republic of south africa companies act, 1973 the act. The act brought with it many changes that affect not only existing businesses but startups as well. Intelligent transport society south africa its south africa an association incorporated under section 21 the articles contained in table a to schedule 1 of the companies act of 1973, shall not apply to the company.
Do your companys minutes of meetings comply with the provisions. The new companies act master builders kwazulunatal. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. In terms of the current companies act it is now possible for minutes to be. Clarification with regard to holding of shares or exercising power in a fiduciary capacity holding and subsidiary relationship under section 287 of the companies act, 20 dec 30, 20. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. Be it enacted by the parliament of the republic of south africa, as follows. Books and publishing department of sports, arts and culture. Guidelines for corporate law reform may 2004, a policy document developed by. Companies amendment act 3 of 2011 south african government. The article focuses on companies and the companies act.
You will find below the key extracts from the south africa companies act along with the full act. The act has been drafted with the specific intention of promoting access to the economy and of ensuring that cumbersome and costly procedures are t o a large extent a thing of the past. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa. Apr 21, 2009 21 april 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. Starting your own business in south africa 12e oup southern africa. In this memorandum of incorporation unless the context otherwise requires. Minutes of all meetings and resolutions of directors, directors committees or. The company secretary does not have to be a natural person, but could also be a juristic person or a partnership, provided that the entities meet the requirements of the companies act, 2008. Minutes of board and board committee meetings form part of the companys. Republic of south africa companies act, 2008 memorandum of incorporation name of company.
Republic of south africa companies act, 2008 memorandum of. Doing business in south africa is an annual publication. From 1 may 2011 company law in south africa was dramatically altered. South africa companies act 2008 south africa company law. The first south african company legislation was the companies act of 1926, which was based on the transvaal companies act, which was in turn based on the british companies consolidation act 1908. Cipc appointment of an auditor and a company secretary and. Companies have had to come to terms with a reacquisition of their own shares leading to the application of section 46 of the act, necessitating that the board of a company adopt a resolution. Understanding the new companies act pwc south africa. South african company law is that body of rules which regulates corporations formed under the companies act. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. The act also made provisions for admitting rhodesia as a fifth province of the union in the future, but rhodesian colonists rejected this option in a referendum held in 1922. The companies act 71 of 2008 new companies act will commence on 1 may 2011. 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.
Promote the development of the south african economy by. The companies act, 71 of 2008 the act expressly provides that the business and affairs of a company must be managed by or under the direction of the board of directors the board, which has the authority to exercise all of the powers and perform any of the functions of the company. The shareholders of a solvent company may decide, for any number of reasons. People often argue about what was said and done at a meeting. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. For guidance, the developers looked to south african company law for the 21st. Section 19 of companies act, 20 subsidiary company not. Shareholder requests and the access battle code for south africa.
A practical guide to the companies act lexisnexis sa. This guide is published for general information purposes and is not intended to constitute legal advice. 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. How does the new companies act impact small and medium. The winding up of insolvent companies remains regulated by the old companies act 61 of 1973. The companies act the social and ethics committee and the management of the ethics performance of the company social responsibility in business and ethics in the workplace is lead by the social and ethics committee, which must clearly understand that it is the social conscience of the business and is responsible to ensure that the company. Previously, the companies act of 1973 had very specific provisions regarding the keeping of minutes, i. 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. Windingup of solvent companies and deregistering companies 79. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Oxford university press starting your own business in. The book covers the key stages of starting a business. M gwanyanya the south african companies act and the. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous.
Cssa received numerous responses from respondents in south africa. The cipc can issue guidance to the public by issuing explanatory notices outlining its procedures or publishing nonbinding opinions on the interpretation of any provisions of the act in terms of section 1882b of the companies act, 2008. Companies act 2008 south africa pty company registration. Apr 29, 2016 when comparing south africas new act with the amended companies act of 2006 in the united kingdom, it is easy to spot the difference. Duty of auditor as to minute books and attendance register. Recently many changes in the laws for south african companies have occurred. In terms of the act, each company registered in south africa must keep the.
The department of arts and culture established the books and publishing unit in 2004. The purpose of minutes is to provide an accurate and objective account of the proceedings of the meeting, and more particularly to record the decisions made at the meeting. Amendment of the companies act regulation, 2011 5 february 2014. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Section 26 of the companies act provides that any member of the. Do your companys minutes of meetings comply with the provisions of the. Minutes of proceedings of general meeting, meeting of board of directors and other meeting and resolutions passed by postal ballot. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Cipc appointment of an auditor and a company secretary. 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. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa.
Companies act no 71 of 2008 western cape government. Over the next few weeks, well be publishing a series of blogs that. As is the case under the companies act, 1973, the high court remains the primary medium for the resolution of disputes and the interpretation and enforcement of the proposed companies act. 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. The companies act 61 of 1973 the previous act was repealed on 1 may 2011.
The act also made provisions for admitting rhodesia as a fifth province of the union in the future, but rhodesian colonists rejected this option in. Clarification with regard to holding of shares in a fiduciary capacity by associate company under. The companies act 71 of 2008 companies act regulates. The companies act, 2008 provides for two categories of companies, namely nonprofit and profit companies. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. The new companies act, which came into being earlier this year, has meant that south africans are starting businesses in a more legislated environment. Subject to the preceding article, any words or expressions defined in the act the sectional title act, 1991 or the deeds registries act, 1937 shall, unless the context otherwise requires, bear the same. Reference to the act shall, if the act is replaced by any other statute, be construed as a. A practical guide to the companies act is a stepbystep guide intended to provide south african business owners and managers, as well as their legal advisors, with the practical guidance and templates to properly complete a memorandum of incorporation for their business. The south africa act 1909 was an act of the british parliament which created the union of south africa from the british colonies of the cape of good hope, natal, orange river colony, and transvaal. Any documents, accounts, books, writing, records or other information that a.
Breakers share block proprietary limited registration no of company 198500148007 the company this memorandum of incorporation was adopted in accordance with a proposal by the board and adopted by a special resolution taken by the voting members. Registration and incorporation of companies in south west africa proclamation. Companies act, 71 of 2008 series dommisse attorneys inc. Doing business in south africa cliffe dekker hofmeyr. 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.
A company is a business organisation which earns income by the production or sale of goods or services. For guidance, the developers looked to south african company law for the 21st century. Dissolution of companies and removal from register 83. This article looks at the south african companies act 71 of 2008 hereafter the companies act.
A company duly registered in terms of section 21 of the. South african mercantile and company law gibson, james thomas riley on. The shareholders of a solvent company may decide, for any number of reasons, that despite its solvency the company should be wound up. 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. The unit is a component of the cultural development section whose strategic focus is the advancement of the economic potential of creative industries to contribute job.
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