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, as amended by act 3 of 2011, governs the formation of companies in south africa. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. In november 2010 the new companies act came into effect. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. You will find below the key extracts from the south africa companies act along with the full act. Companies act, 71 of 2008 series dommisse attorneys inc. Corporate governance under the south african companies act. 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. Notes on the guide to companies act no 71 of 2008 this guide is intended as an easy reference, pocketsized guide for directors, shareholders, company officers and any other stakeholder who has an interest in corporate law reform. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing.
Moi companies and intellectual property commission cipc. The reader is advised to consult a professional adviser for further assistance and. Its mandate encompasses companies, close corporations, cooperatives, trade marks, patents, designs, aspects of legislation and enforcement of rules and regulations in most of these areas of law. This page is continuously updated to ensure that you can stay up date on the companies law of. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. In this memorandum of incorporation unless the context otherwise requires. Standards act no 8 of 2008 department of trade and industry. King iii king iv companies act, 2008 composition of governing body should comprise a majority of nonexecutives, and the majority of nonexecutives should be independent. Be it enacted by the parliament of the republic of south africa, as follows. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Recently many changes in the laws for south african companies have occurred. The former has governed our company law for over thirty 30 years with a.
Companies act 2008 south africa pty company registration. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. Acts companies and intellectual property commission cipc. May, 2011 after much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. Companies and intellectual property commission republic of south africa this form is prescribed by the minister of trade and industry in terms of section 223 of the companies act, 2008 act no.
For guidance, the developers looked to south african company law for the 21st. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Welcome to the official south african government online site. 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. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Definitions in section 1 of the act apply equally to the regulations. Promote the development of the south african economy by. 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. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Amendment of the companies act regulation, 2011 5 february 2014. 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. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. This paper critiques the corporate governance approach under the companies act 71 of 2008.
The companies and intellectual property commission cipc the commission is a juristic person, and mandated by the companies act, 2008act 71 of 2008. Every company must have a memorandum of incorporation moi which is lodged with the companies and intellectual property commission cipc. Apr 03, 2020 tourism invites eligible companies to apply for the coronavirus covid. Companies regulations, 2011 7 companies regulations, 2011 chapter 1 general provisions part a interpretation 1. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. If an offer falls outside this meaning, chapter iv and its onerous provisions. How does the new companies act impact small and medium enterprises. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all.
Guidelines for corporate law reform may 2004, a policy document. The saica guide to the companies act 71 of 2008 has been released. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. The act introduces a multitude of requirements for companies in the areas of auditing and accounting. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. There are some essential things you would need to know before you decide to incorporate a company in south africa. The information contained herein is a summary of some of the key aspects of. One of the effects of the new companies act of 2008 is the phasing out of close corporations. The test is whether the company could surmount its difficulties and become a successful concern. This has culminated in the replacement of the 1973 companies act with a new companies act no. No new close corporations may be formed once that act comes into operation during 2010. How does the new companies act impact small and medium. South africa company law is a set of rules and regulation formed under the south africa companies act 2008.
Tourism invites eligible companies to apply for the coronavirus covid. Private, nonprofit and incorporated companies may elect to comply with the extended accountability requirements of chapter 3 of the act sect 342. The government made the right choice when they decided to change the companies act. Types of companies you can register in south africa. The apostolic faith mission of south africa private act repeal act, 2008 no. Every company is incorporated in terms of and subject to the provisions of the companies act, 71 of 2008 as amended the companies act. This approach is however, increasingly being questioned. Companies act 71 of 2008 english text signed by the president assented to. The effective and proper exercise of appraisal rights under. Should be a minimum of two executive members, namely the ceo and cfo. President has assented to the following act, which is hereby published for general information.
South africa companies act 2008 south africa company law. Feb 19, 2019 every company is incorporated in terms of and subject to the provisions of the companies act, 71 of 2008 as amended the companies act. Companies act no 71 of 2008 western cape government. The companies act 61 of 1973 the previous act was repealed on 1 may 2011.
A guide to business rescue prepared by werksmans attorneys. The most basic categorization is the division between companies for profit and nonprofit companies. The companies act 71 of 2008 new companies act will commence on 1 may 2011. 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. With the surge of interest in the recognition of not only shareholder interests, but also the interests of other stakeholders, the corporate governance approach in south africa merits a deeper analysis. The minister of trade and industry has, in terms of section 223 and item 14 of schedule 5 of the companies act. For guidance, the developers looked to south african company law for the 21st century. It is hereby notified that the president has assented to the following act, which is. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010.
We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. Policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african economy. Arrangement of sections chapter 1 interpretation, purpose and application part a. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Short title these regulations may be cited as the companies regulations, 2011. Chapter 6 of the south african companies act 71 of 2008. The new companies act is now operative schoemanlaw inc. Cipcs primary institutional mandate is derived from the companies act, 2008, which establishes cipc as a juristic person.
The new modus operandi of a company has to comply with the companies act 712008, the companies. Pdf the south african companies act and the realisation of. The new companies act of 2008 what about close corporations. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. Audit and accounting requirements of the new companies act. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008. 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 new companies act master builders kwazulunatal. Turquand rule statutory and common law revised south africa. Procedurally, the judicial manager was appointed by the master of the high court. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies.
A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. 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. Companies and intellectual property commission republic of. This thesis seeks to identify how the appraisal rights remedy, which was introduced into south african company law for the first time by section 164 of the companies act 71 of 2008 the south african act, should be interpreted and applied in order to facilitate its effective and proper exercise.208 132 1304 225 200 110 1458 1373 138 22 1333 1546 294 1578 1328 1471 871 540 1355 844 1107 679 1400 380 437 1332 1244 116 329 1225 1232 656 858 1362 954 820 954 1536 1377 1401 30 161 44 1118 122 170 1482 1429 548