This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. 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. In this code, unless the context otherwise requires, the expressions defined in the first schedule hereto shall have the meanings assigned to them in that schedule. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. Companies act 1963 act 179 section 1commencement spent. Procedurally, the judicial manager was appointed by the master of the high court.
The companies act audit requirement and other matters related. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. Limitation of period to incorporate close corporations or convert companies 3. Za domain name authority association incorporated under section 21 was this day incorporated under the. Republic of south africa companies act, 1973 section 64 certificate of incorporation of a company without a share capital registration number it is hereby certified that the. In terms of the new act, companies are classified as either profit companies or nonprofit companies. In addition, the south african companies act is based largely upon the canadian one.
We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. 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. Understanding the new companies act pwc south africa. South african companies that are financially distressed in south africa. The application of section 90 of the companies act, 2008. The reader is advised to consult a professional adviser for further assistance and. Be it enacted by the parliament of the republic of south africa, as follows. The companies act also applies to companies regulated by the local government. The main features of the companies act, 2008 are as follows. Companies act, if the law of the jurisdiction in which the company is registered does not require such shareholder approval. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. South africa company law is a set of rules and regulation formed under the south africa companies act 2008.
Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Restructuring of companies in financial distress is on the increase globally. The test is whether the company could surmount its difficulties and become a successful concern. In line with this trend, chapter 6 of the new companies act, no.
The mfma, specifically chapter 10, is based on the same principles of financial management contained in the pfma, and is therefore not specifically dealt with in this publication. The two main corporate entities in south africa are private companies and public companies typically listed on south africas main exchange, the stock exchange operated by the jse limited jse. This article primarily focusses on the latter, which are subject to a more demanding corporate governance, disclosure and transparency regime. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Effect of conversion on legal status schedule 3 amendment of laws a. Like south africa, canada has a supreme constitution and it is a. Nonprofit companies, which are the successors to the current. At the same time, it has been harmonised with other south african legislation, such as the. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. This applies in particular to public companies, communications and corporate governance. Chapter 6 of the south african companies act 71 of 2008. The regulations, deal with the functions of the companies commission, takeover regulation panel and companies tribunal, and other matters relating to the regulation of companies, which will come into effect on 1 may 2011. South africa companies act 2008 south africa company law.
Republic of south africa companies act, 2008 memorandum of incorporation name of company. The saica guide to the companies act 71 of 2008 has been released. The minister of trade and industry, dr rob davies, signed and approved the companies regulations, 2011. 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. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. For guidance, the developers looked to south african company law for the 21st. Companies for profit can further be subdivided into. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014.
It has been modernised and brought into line with international best practices. Protection of constitutional democracy against terrorist and related activities, 2004 act no. The previous companies act, no 61 of 1973 the 1973 act followed the english. As a result of the early adoption of the standard in south africa. 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. Companies act 71 of 2008 english text signed by the president assented to. The whole or greater part of its assets and undertaking are in south africa, other than the assets and undertaking of any subsidiary that is incorporated outside south africa. Types of companies you can register in south africa. South africa adopted the exposure draft on the ifrs for smes standard for use by local companies when it was issued by the iasb in 2007, with the intention of providing immediate relief for limited interest companies under the then pending corporate laws amendment act of 2007. The most basic categorization is the division between companies for profit and nonprofit companies. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. In the canadian business corporation act it states that affairs. There are some essential things you would need to know before you decide to incorporate a company in south africa. Companies act institute of directors in southern africa iodsa.