Minority protection under the companies act 71 of 2008 introduction a minority shareholder often has no voice in the management of the company, and can be outvoted at shareholders meetings. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Short title and date of operation 1 part i incorporation of companies and. The companies act 20 in ebook, pdf, ppt formats download. Previously regulated by voluntary standards and norms, the. The saica guide to the companies act 71 of 2008 has been released. M gwanyanya the south african companies act and the. Continued investigation and enforcement of previous act 14. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. South african government lets grow south africa together. Companies act 28 of 2004 gg 3362 brought into force on.
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. Memorandum of incorporation, shareholder agreements and rules of. This article looks at the south african companies act 71 of 2008 hereafter the. Court may grant exemption if company is insolvent 75. This provision is contained in section 162 of the companies act 71 of 2008. Call for comments to the draft summary financial statements, comments due to regulator by 16 january 2018 900kb pdf. Pdf the companies act 71 of 2008 the 2008 act replaced the companies act no. Temporary out of stock estimated delivery within 15 days.
The annual financial statements of public companies will continue to require an audit. Companies act regulations 2011 under companies regulations 2011. Other companies may be either audited voluntarily or require an. A comparison between the repealed companies act and the. It has been announced that the new companies act no.
Companies act 71, of 2008 legal and governance technical. Under the repealed act a companys powers and capacity was determined by the main object which was stated in that companys. Enforcement of duty on companies to make return to registrar 17. Requirements or other laws shall prevail, and this memorandum of. Mar 01, 2016 introduction although any mention of the windingup or liquidation of a business enterprise has the tendency to attract negative sentiments in the commercial world, the voluntary windingup of a solvent company remains a useful and practical tool for businesses to achieve certain defined outcomes. Companies act revised edition showing the law as at 31 december 2008 this is a revised edition of the law, prepared by the law revision commissioner under the authority of the revised edition of the laws act. 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. To provide for the incorporation, management and liquidation of companies. Right to incorporate company or transfer registration of a.
While the new act does allow a two year transitional period transitional period from the date on which the new act becomes effective effective date in order to. Section 48 of the companies act 71 of 2008 by namala tabaro. Government notice 173 of 2010 gg 4536 came into force on 1 november 2010 regulation 65 as amended by. In terms of section 223, and item 14 of schedule s, of the companies act, 2008 act no. It furthermore proposes the transformation of three existing company law entities, namely the takeover regulation panel, the financial reporting. Sections 112 and 115 of the companies act 71 of 2008 come. Companies act 2008 summary of transitional arrangement.
Fundamental transactions and their regulation by the. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. The cipc released the following additional information to assist in the application and implementation of the companies act. Companies act 71 of 2008 and regulations van schaik. Section 80 of the companies act, 71 of 2008 the companies. This edition contains a consolidation of the following laws companies act act 19 of 1996 in force 1 january 1997 s. Companies act institute of directors in southern africa.
Regulations companies act 28 of 2004 companies administrative regulations, 2010. In this article we have given all the reference books and book authors and topics and contents about the book the companies act 20. The act rewrites south african company law completely and will have far reaching effects. The south african close corporation under the companies act of 2008. 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 provide access to services to all. 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. Regulation of mergers and acquisitions is a complex and contr. Companies regulations means the companies regulations of 2011 promulgated by the minister in terms of section 223, as amended from time to time. Companies regulations published in terms of the companies. Guide to companies act guide to the no 71 of 2008 memorandum. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. Sections 112 and 115 of the companies act 71 of 2008 come into play when a company wishes to dispose of all or the greater part of its assets or undertaking. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous.
Amendment of the companies act regulation 5 february 2014. In order to understand the rationale behind the requirement as set out in section 1 b of the companies act 71 of 2008, a comparison has to be drawn between the repealed companies act and the companies act 71 of 2008 in respect of the powers of a company. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. The commission is responsible for registration of companies. Understanding the new companies act pwc south africa.
Incorporation of companies and matters incidental thereto 3. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Fundamental transactions and their regulation by the companies act no. 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. Aug 24, 2019 the companies act 20 pdf book is free and available here to download. Amendment act or the regulations where applicable, otherwise any reference to a section in general means that it is in reference to the companies act, 2008, or the act. Get it now, pay later pay 4 interest free instalments of r72.
The enactment of s724 and s5 of the companies act, no. I, dr rob davies, the minister of trade and industry, hereby in terms of section 223 of the companies act, 2008 act no. This amendment act need to be read together with the companies act, no 71 of 2008. The cipc can issue guidance to the public by issuing explanatory notices outlining its procedures or publishing nonbinding opinions on the interpretation of any provisions of the act in terms of section 1882b of the companies act, 2008. Due to the high uptake of our electronic services, the cipc system is experiencing delays in the issuing of registration certifi. Majority shareholders owe no fiduciary duty to the minority and are entitled to act in a way that advances their own interests, even if this may be detrimental to a minority. Regulation of mergers and acquisitions is a complex and controversial topic. Companies act and regulations institute of directors in. For guidance, the developers looked to south african company law for the 21st century. A pocketbook containing the consolidated companies regulations published in terms of the companies act no. Pdf the removal of directors by the board of directors under the.
The companies act 71 of 2008 has introduced into our company law an innovative provision which permits a wide range of persons to apply to court to declare a director delinquent. The companies regulations also includes the most uptodate guidance and practice notes. Csd means the central securities depository as defined in section 1 of the financial markets. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. These regulations, made under section 19 of the companies act 2006 c. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Companies act 71 of 2008 english text signed by the president assented to. It is envisaged that the act will become effective in april 2011, when all subdelegated legislation matters, including regulations, have been resolved. According to the new companies act, a company may acquire its own shares provided that the decision to do so satisfies the requirements of section 46 which regulates distributions. Companies without names it will become possible to form a company that is known only by its registration number. Pdf the companies act 71 of 2008 introduced into south african law a provision which for the first time permits the board of directors to. Companies act no 71 of 2008 save this article email this article.
565 1438 1770 916 1536 636 66 220 887 1192 955 503 1262 474 1525 984 593 99 1259 357 289 1449 891 505