Companies act, 2008 no 71 of 2008 register companies, business rescue practitioners and corporate names, maintain data, regulate governance of and disclosure by companies, accredit dispute resolution agents. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. In the new act, business rescue is introduced in chapter 6 which effectively replaces. This has culminated in the replacement of the 1973 companies act with a new companies act no. Be it enacted by the parliament of the republic of south africa, as follows. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Companies act no 71 of 2008 by ira epstein fluxmans inc. It has been modernised and brought into line with international best practices.
A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. In line with this trend, chapter 6 of the new companies act, no. Polity offers free access to south african legislation, policy documents and daily political news. State owned company incorporated in terms of the companies act, no 63 of 1973, which has now been replaced by the companies act 71 of 2008, with registration number 200002899307. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of. The reader is advised to consult a professional adviser for further assistance and. The companies act or the act refers to the companies act, no.
Dissolution of companies and removal from register 83. The rationale of this dissertation is therefore to allow for. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. 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. The companies act 71 of 2008 new companies act will commence on 1 may 2011. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Understanding the new companies act pwc south africa.
Applicability of sections 44, 45 and 46 of the companies. I have not come across a more appropriate legal firm for startups in south africa and they have really built up a broad range of knowledge in the startup space over the past few years. Accounting records, financial statements, financial reporting. The companies and intellectual property commission cipc the commission is a juristic person, and mandated by the companies act, 2008act 71 of 2008. This applies in particular to public companies, communications and corporate governance. The commission as per section 186 and 187 of the act have various functions to accomplish, and further help foster a business environment that is competent and efficient and also to. Guidelines for corporate law reform may 2004, a policy document developed by the department of. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. The new companies act master builders kwazulunatal.
The most basic categorization is the division between companies for profit and nonprofit companies. Promote the development of the south african economy by. Republic of south africa companies act 71 of 2008 memorandum of incorporation of a public company adcock ingram holdings limited registration number. Memorandum of incorporation moi is drafted, and the moi and a notice of incorporation with the companies and intellectual property commission cipc then the cipc. The apostolic faith mission of south africa private act repeal act, 2008 no. With acts you are guaranteed the latest and most up to date resource for your legislative needs. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Overview of the south african business rescue process. Restructuring of companies in financial distress is on the increase globally. Par value shares old act allowed par value and no par value share new act precludes creation of new authorised par value share existing par value shares remain may issue unissued par value shares from authorised capital as at 1 may 2011 if at least one such share issued new company cannot create or issue. Noncompliance with s44, s45 and s46 of the companies act. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20.
Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Henochsberg on the companies act 71 of 2008 continually. Overview of the south african business rescue process by karabo motshwane. Companies act 71 of 2008 and the turquand rule by piet. The pfma refers to public finance management act, no. In terms of the new act, companies are classified as either. The true intention of the section 21 of the companies act 71 of 2008 is to provide a legal basis for companies that are not yet incorporated to engage in business transaction before, it is legally in existence. Each of s 44 and 45 provides that both a resolutiondecision to provide financial assistance and the financial assistance itself is void to the extent that the provision of that assistance would be inconsistent with either the applicable. The application of section 90 of the companies act, 2008. The consequences of noncompliance with sections 44, 45 and 46 of the companies act, no 71 of 2008 companies act are discussed in this article. Companies act 71 of 2008 english text signed by the president assented to. Companies act no 71 of 2008 western cape government. For guidance, the developers looked to south african company law for the 21st century.
The presidential signing of the long awaited new companies act in april 2009, became effective on the 1st of may 2011 712008. 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. Fundamental transactions and their regulation by the. 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. 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. Chapter 6 of the south african companies act 71 of 2008. 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.
Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system. Lenders often ask which of s44, 45 and 46 of the companies act, no. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions. The companies act, 2008 disclosure of directors and. Companies act, 71 of 2008 series dommisse attorneys inc. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. A guide to business rescue prepared by werksmans attorneys. Piercing the veil under section 209 of the companies act. Preexisting companies on 1 may 2011 every preexisting company. The companies act the act provides for a new classification of companies. Commentators in south africa have correctly said that the role of a business rescue practitioner is new and unique and commentators question how successful practitioners will be in the early years once the legislation comes into effect.
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 companies act, 2008 has been updated by the companies regulations, 2011, being notice no. A new direction, south african mercantile law journal, 262 307337 show full item record files in this item. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Companies for profit can further be subdivided into. Types of companies you can register in south africa. Cassim rehana, 2014 piercing the veil under section 209 of the companies act 71 of 2008. Delport, piet, companies act 71 of 2008 and the turquand rule february 6, 2011. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. The act rewrites south african company law completely and will have far reaching effects. 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.
The companies act, 2008 the act requires certain companies to include the disclosure of directors and prescribed officers remuneration in the financial statements. Legal brief one of the highlights of the new companies march 2011 act no. The regulations refers to the regulations to the companies act, no. Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. The companies act audit requirement and other matters. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders.
For guidance, the developers looked to south african company law for the 21st. South african companies that are financially distressed in. Adriaans attorneys is a business law firm, specializing in banking and finance. Acts companies and intellectual property commission cipc. The saica guide to the companies act 71 of 2008 has been released. A discussion on the duty of care, skill and diligence to. If an offer falls outside this meaning, chapter iv and its onerous provisions. Appointment of directors and functions of the board of directors the companies act, 71 of 2008 as amended the companies act provides that the business and affairs of a company must be managed by or under the direction of its board of directors the board. Pdf the south african companies act and the realisation of. Windingup of solvent companies and deregistering companies 79.