The application of section 90 of the companies act, 2008. The reader is advised to consult a professional adviser for further assistance and. The test is whether the company could surmount its difficulties and become a successful concern. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. 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 71 of 2008 english text signed by the president assented to. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Superiority ofact part ii incorporation and registration of companies 6. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014.
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 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. Guidelines for corporate law reform may 2004, a policy document developed by. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. 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. The companies act or the act refers to the companies act, no.
What you need to know about the companies act of 2008. Guidelines for corporate law reform may 2004, a policy document. The regulations refers to the regulations to the companies act, no. 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 companies act audit requirement and other matters related. For guidance, the developers looked to south african company law for the 21st century.
Understanding the new companies act pwc south africa. Promote the development of the south african economy by. Procedurally, the judicial manager was appointed by the master of the high court. A new direction, south african mercantile law journal, 262 307. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. In terms of the new act, companies are classified as either. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The government made the right choice when they decided to change the companies act. King iv an overview 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. Companies act no 71 of 2008 by ira epstein fluxmans inc. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. Promote compliance with the bill of rights as provided for in the constitution in the application of company law.
Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. Jul 24, 2012 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. Cassim rehana, 2014 piercing the veil under section 209 of the companies act 71 of 2008. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. If an offer falls outside this meaning, chapter iv and its onerous provisions. Overview of the south african business rescue process by karabo motshwane. Piercing the veil under section 209 of the companies act.
Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. 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 has culminated in the replacement of the 1973 companies act with a new companies act no. The simplicity and flexibility reflected in the act will contribute significantly to promote. The saica guide to the companies act 71 of 2008 has been released. The apostolic faith mission of south africa private act repeal act, 2008 no. Chapter 6 of the south african companies act 71 of 2008. Effect of conversion on legal status schedule 3 amendment of laws a. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments.
You will find below the key extracts from the south africa companies act along with the full act. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Henochsberg on the companies act 71 of 2008 continually. A guide to business rescue prepared by werksmans attorneys. For guidance, the developers looked to south african company law for the 21st. Piercing the veil under section 209 of the companies act 71. The former has governed our company law for over thirty 30 years with a. South africa companies act 2008 south africa company law. Pdf the south african companies act and the realisation of. Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system.
The minister of trade and industry has, in terms of section 223 and. The rationale of this dissertation is therefore to allow for readers to have a better understanding of the duty of care, skill and diligence in terms of both the common law as well as the statutory law, in south africa. The companies act the act provides for a new classification of companies. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. Companies act no 71 of 2008 western cape government. This information should be considered in conjunction with the act itself. Therefore, the act provides for the indefinite continued existence of the close corporations act. Limitation of period to incorporate close corporations or convert companies 3.
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. Overview of the south african business rescue process. Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. A discussion on the duty of care, skill and diligence to be. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. Should be a minimum of two executive members, namely the ceo and cfo. The pfma refers to public finance management act, no. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20.
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