The companies act, 2008 the 2008 act provides that a companys memorandum of incorporation moi is subject to the 2008 act and must be consistent with its provisions. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. Substitution of section 86 of act 71 of 2008 45 55. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. It enacted by the parliament of the republic of south africa, as follows. With the reform of the company law regime in south africa through the enactment of the new companies act 71 of 2008 the companies act, as well as the regulations to the companies act, there has been uncertainty in practice with regard to the transitional status and treatment of shares under the companies act, with a number of questions being raised in this regard. This act makes significant changes to south african law, including the capital rules. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Feb 19, 2019 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. South africas act consists of only 225 sections and five schedules, whereas the uks act consist of a whopping 1297 sections and over 16 schedules. Republic of south africa companies act, 2008 memorandum of. Provides for skills development institutes and the quality council for trades and occupations.
Reaffirm the concept of the company as a means of achieving economic and social benefits. Icpa is an organisation which attends to the business requirements of privately owned pharmacies in south africa as well looking after their collective interest. The social housing regulatory authority has, in terms of section 114 of the act, made. In november 2010 the new companies act came into effect. Increases the quality and quantity of artisans and repeals the remaining sections of the current manpower training act, 1981. When comparing south africas new act with the amended companies act of 2006 in the united kingdom, it is easy to spot the difference. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa.
It is hereby notified that the president has assented to the following act, which is. Section 4241 of the old companies act has been replaced by section 77 which. What you need to know about the companies act of 2008. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Promote innovation and investment in south african markets. 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. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Thirdly, it might forge ahead heedless of evidence and warnings about its consequences. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. The new companies act of 2008 what about close corporations. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Pdf the companies act 71 of 2008 the companies act was promulgated in april. Companies act, 71 of 2008 series dommisse attorneys inc.
This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. More recently, a proposed set of amendments to the labour relations act and. Companies ct 2008 act o 71 of 2008 8 subject to subsection 6 and subsection 7, a foreign company may apply in the prescribed manner and form, accompanied by the prescribed application fee, to transfer its registration to south africa from the foreign jurisdiction in which it is registered, and. 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. How does the new companies act impact small and medium enterprises. 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. There are some essential things you would need to know before you decide to incorporate a company in south africa. Feb 19, 2019 companies act, 71 of 2008 series part 1.
Companies act no 71 of 2008 western cape government. Be it enacted by the parliament of the republic of south africa, as follows. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. 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. Page 2 of 16 definitions and interpretation in this memorandum of incorporation unless the context otherwise requires. The companies act implications for directors and prescribed. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. In this act, unless the context indicates otherwise advertisement means any direct or indirect communication transmitted by any medium, or any representation or reference written, inscribed, recorded, encoded upon or embedded within any medium, by means of which a person seeks to bring.
Amendment of the companies act regulation, 2011 5 february 2014. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Pdf the south african companies act and the realisation of. Promote the development of the south african economy by. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. As icpa operates in a highly regulated pharmaceutical market, it has employed the services of dommisse. Reference to the act shall, if the act is replaced by any other statute, be construed as a. You will find below the key extracts from the south africa companies act along with the full act. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Incorporated in the republic of south africa registration number 200601109006 share code.
How does the new companies act impact small and medium. Companies act 2008 south africa pty company registration. South africa skills development amendment act, 2008 no. National energy act 34 of 2008 south african government.
The act has a significant impact on directors liability in corporate south africa. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. Concerns were also expressed about the familiarity of the drafters with south african conditions. Companies amendment act 3 of 2011 saflii home saflii.
For guidance, the developers looked to south african company law for the 21st. What does the companies act 2008 meant for executive and non. For guidance, the developers looked to south african company law for the 21st century. 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. The companies act 71 of 2008 the act regulates the legal relationship between the company, as a separate legal entity with its own legal persona s 192 on the one hand, and the companys shareholders on the other hand. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. It was commented that this act was drafted without taking note of other legislation and processes germane to south africas economy. Republic from a foreign jurisdiction and thereafter exists as a sa company, governed by the act, subject to it meeting certain criteria as set out. The act was signed by the president on 8 april 2009, but. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. The topic is motivated by the recent change in our company law ushered by the new companies act no. South africa companies act 2008 south africa company law.
Arrangement of sections chapter 1 interpretation, purpose and application part a. Alterable provisions in the companies act 2008 as at 1 may 2011 52011 list of alterable provisions in the companies act, 2008 1. 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. The saica guide to the companies act 71 of 2008 has been released. This article looks at the south african companies act 71 of 2008 hereafter the companies act. No new close corporations may be formed once that act comes into operation during 2010. The new companies act is now operative schoemanlaw inc. Directors are obligated to report financial distress failure to do so might result in personal liability. Bg page 2 16072012 neither the short nor the long standard form of memorandum of incorporation for a non profit. Guidelines for corporate law reform may 2004, a policy document.
Understanding the new companies act pwc south africa. 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. Recently many changes in the laws for south african companies have occurred. Clarifies the legal status of productivity south africa and the legal and governance status of the national skills fund. 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. Like any new legislation, some of these changes still need to be revisited.
Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Companies act regulations 2008 acts download sapoa. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The article focuses on companies and the companies act. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The information contained herein is a summary of some of the key aspects of.
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