Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Arrangement of sections chapter 1 interpretation, purpose and application part a. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. The cipc released the following additional information to assist in the application and implementation of the companies act. For guidance, the developers looked to south african company law for the 21st century. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. This has led many commentators to draw attention to the differences between technical insolvency and commercial insolvency. Pdf the companies act 71 of 2008 the companies act was promulgated in april. This dictates that directors act in the utmost good faith and in the best interests of their companies and includes the need to exercise care, skill and diligence so as to promote company success through independent judgment. 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. For guidance, the developers looked to south african company law for the 21st. Guidelines for corporate law reform may 2004, a policy document developed by the department of. The impact of section 22 of the companies act on the. Preexisting companies on 1 may 2011 every preexisting company.
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. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Understanding the new companies act pwc south africa. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. 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.
Also, the act exempts nonprofit companies from certain provisions of the act. 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. The most basic categorization is the division between companies for profit and nonprofit companies. Effect of conversion on legal status schedule 3 amendment of laws a. Section 22 of the new companies act 2008 prohibits a company from trading under insolvent circumstances.
The companies amendment act, 2011 purports to rectify certain provisions. Chapter 6 of the south african companies act 71 of 2008. Overview of the south african business rescue process by karabo motshwane. The test is whether the company could surmount its difficulties and become a successful concern. Types of companies you can register in south africa. Limitation of period to incorporate close corporations or convert companies 3. Documents companies act, 71 of 2008 saica zatechnicallegalandgovernancecompaniesact71of2008documentstabid3052languageenzadefault. The act furthermore introduces an extensive and renewed approach to the regulation of pre. Za domain name authority association incorporated under section 21 was this day incorporated under the companies act, 1973 act 61 of 1973 and. 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.
Registration and incorporation of companies in south west africa proclamation. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Companies act 71 of 2008 english text signed by the president assented to. The king iv report on corporate governance for south africa 2016 king iv companies act 71 of 2008 johannesburg stock exchange listings requirements the saica guide to the companies act financial reporting council uk guidance on audit committees. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The third king report on governance for south africa 2009 is referred to as the king report. As a result of the early adoption of the standard in south africa. The provisions of the act set the bar for competent directors at much higher levels than we have seen in the past. The companies act or the act refers to the companies act, no. Number there shall be no limit to the number of members of the company. 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.
Procedurally, the judicial manager was appointed by the master of the high court. Pdf the south african companies act and the realisation of. Act now delineates and deals with these categories is simpler and clearer. Prior to the introduction of the act, the duties of company directors were governed by south african common law. This booklet provides insight into how creditors may. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. With acts you are guaranteed the latest and most up to date resource for your legislative needs. A company that is not a state owned company, and its memorandum. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Companies for profit can further be subdivided into. Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system. The companies act provides that if the board of directors of the company has neither ratified nor rejected a particular preincorporation contract made or done in the name of the company within three months after the date on which the company was incorporated, the company will be regarded as having ratified that agreement.
Unauthorised use of state emblems act, 1961 act 37 of 1961 prevent and enforce the unauthorised use of state emblems south africa is a member of a number of important treaties and agreements and ensuring compliance with south africas obligations in terms of these treaties or agreements. This act was signed into law on 8 april 2009 and is said to come into operation during april 2011. The minister of trade and industry, dr rob davies, signed and approved the companies regulations, 2011. Registration and incorporation of companies in south west africa proclamation 234 of 1978. With regard to profit companies, the act distinguishes. Guidelines for corporate law reform may 2004, a policy document. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. The regulations, deal with the functions of the companies commission, takeover regulation panel and companies tribunal, and other matters relating to the regulation of companies, which will come into. The companies act audit requirement and other matters. Section i on 15th september, 2015 all other provisions. Admission regional representative of each region in south africa shall elect a person. Download the new companies act caseware south africa. 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.
This act may be cited as the companies act, 2011, and shall come into operation on such a date as the minister may, by notice published in the gazette, appoint. The reader is advised to consult a professional adviser for further assistance and. It was the work of white delegates who represented white electorates, less than onefifth of the population of the new country to a national conventionmeeting variously at durban, cape. Overview of the south african business rescue process. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. 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. 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. 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. 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. Technical insolvency means that the value of the liabilities of a company exceeds the value of the assets of the.
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