Please refer to schedule 5 of the new companies act, no. Promote the development of the south african economy by. This article looks at the south african companies act 71 of 2008 hereafter the companies act. There are some essential things you would need to know before you decide to incorporate a company in south africa.
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. How does the new companies act impact small and medium. For guidance, the developers looked to south african company law for the 21st century. What does the companies act 2008 meant for executive and nonexecutive directors.
The abovementioned dates and times are south african dates and times. Promote innovation and investment in south african markets. The article focuses on companies and the companies act. The acceding party confirms that it has been supplied with a copy of the south african shareholders agreement and covenants and undertakes with all present parties to the. The manufacturing sector has evolved through the ages, and it continues to do so. 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. South african company law is that body of rules which regulates corporations formed under the companies act. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. This article looks at the south african companies act 71 of 2008 hereafter the. The new companies act of 2008 what about close corporations. No dematerialisation or rematerialisation of pmc ordinary shares will be processed after the notice has been distributed. Previously, the fiduciary duties and the duty of care and skill were regulated by the common law and case law. Modern company law for a competitive south african economy, xiiixxv.
The publication revisits the reasons for the failure of judicial management in south africa and the development of south african insolvency law and its impact on, and the need for reform in, business rescue practice prior to the final incorporation of chapter 6 into the 2008 companies act. This act is called the companies act, 2008, and comes into operation on a date. South african manufacturing insiders share insights on industry 4. 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. This booklet provides insight into how creditors may.
Acts online provides legislation, including amendments and regulations, in an intuitive, online format. 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. Companies act 2008 summary of transitional arrangement. This would include items such as liabilities to the south african revenue services that would arise as a result of the transaction. The sabs may establish one or more companies to perform any of the functions of the sabs in terms of this act, except the setting of a south african national standard in terms of sections 23 and 24. For guidance, the developers looked to south african company law for the 21st. The nonprofit company can be established with or without members, but it must have at least three directors companies act section 3 1. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Guidelines for corporate law reform may 2004, a policy document. Be it enacted by the parliament of the republic of south africa, as follows. Companies act regulations 2008 acts download sapoa. The new modus operandi of a company has to comply with the companies act 712008, the companies. Companies act institute of directors in southern africa iodsa. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa.
Nonprofit law in south africa council on foundations. No new close corporations may be formed once that act comes into operation during 2010. Please note that most acts are published in english and another south african official language. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Registration and incorporation of companies in south west africa.
Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Polity offers free access to south african legislation, policy documents and daily political news. The main features of the companies act, 2008, which came into effect in november 2010, are as follows. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. The name reservation process will no longer be a separate, formal preregistration process. Arrangement of sections chapter 1 interpretation, purpose and application part a.
This act makes significant changes to south african law, including the capital rules. The companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. At the same time, it has been harmonised with other south african legislation, such as. 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 application of section 90 of the companies act, 2008. Companies act 2008 south africa pty company registration. What you need to know about the companies act of 2008. Pdf the south african companies act and the realisation of. Companies act no 71 of 2008 western cape government. In particular, it continues the practice of name reservation, but this will no longer be mandatory. Download a copy of the companies act, 2008 ammended companies act and regulations. Companies act 2008 effective from 1 may 2011 categories of companies required to be audited. Recently many changes in the laws for south african companies have occurred. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
This page is continuously updated to ensure that you can stay up date on the companies law of south africa. Thabsile lr vilakazi, a critical analysis of swaziland. The simplicity and flexibility reflected in the act will contribute significantly to promote efficiency and transparency. The saica guide to the companies act 71 of 2008 has been released. Advantages and dis duties in the south african companies. With acts you are guaranteed the latest and most up to date resource for your legislative needs. How does the new companies act impact small and medium enterprises. The effective and proper exercise of appraisal rights. Companies act 71 of 2008 english text signed by the president assented to.
Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. The purpose of this new piece of legislation is, to inter alia encourage entrepreneurship and enterprise efficiency, to create flexibility and simplicity in the formation and maintenance of companies, and to provide for the creation, role and use of companies in a manner that enhances the economic welfare of south. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions. Effect of conversion on legal status schedule 3 amendment of laws a. 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. The current framework of south african company law is built on foundations, which were put in place in. 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 financial assistance background the companies act 71 of 2008 the act came into effect on 1 may 2011. Lenders often ask which of s44, 45 and 46 of the companies act, no. Applicability of sections 44, 45 and 46 of the companies. Limitation of period to incorporate close corporations or convert companies 3. Recently, south africa has undergone a major process of law reform, culminating in the companies act no.
Standards act no 8 of 2008 department of trade and. It has been modernised and brought into line with international best practices. Human rights commission means the south african human rights. Companies amendment act 3 of 2011 southern african. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. The new companies act is now operative schoemanlaw inc. South african business rescue procedure lexisnexis sa. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. The companies act, 2008 retains the broad outlines of the existing regime for company names. Understanding the new companies act pwc south africa. The government made the right choice when they decided to change the companies act.
The most basic categorization is the division between companies for profit and nonprofit companies. Types of companies you can register in south africa. Companies for profit can further be subdivided into. A company is a business organisation which earns income by the production or sale of goods or services. This information should be considered in conjunction with the act itself. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. The south african companies act of 2008, which came into force on may 1, 2011, provides for the incorporation of a nonprofit company, which is recognized as a separate category of company. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014.
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 2008 at a glance overview you have decided to start a business and you want to incorporate a company. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. It is hereby notified that the president has assented to the following act, which is hereby published for general information. A practical guide to the companies act lexisnexis sa. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. The south african companies act and the realisation of corporate. Pdf the companies act 71 of 2008 the companies act was promulgated in. One of the effects of the new companies act of 2008 is the phasing out of close corporations.
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