The companies act 71 of 2008 new companies act will commence on 1 may 2011. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. 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. 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. 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. Promote the development of the south african economy by. 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. Be it enacted by the parliament of the republic of south africa, as follows. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011.
The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. This paper critiques the corporate governance approach under the companies act 71 of 2008. Moi companies and intellectual property commission cipc.
The former has governed our company law for over thirty 30 years with a. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Welcome to the official south african government online site. The new companies act is now operative schoemanlaw inc. Corporate governance under the south african companies act. The effective and proper exercise of appraisal rights under. 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.
Definitions in section 1 of the act apply equally to the regulations. The reader is advised to consult a professional adviser for further assistance and. Companies regulations, 2011 7 companies regulations, 2011 chapter 1 general provisions part a interpretation 1. How does the new companies act impact small and medium. Companies act 2008 south africa pty company registration. Despite of all the formalities and changes, the new act offers south african companies so much more than the previous companies act of 1973. How does the new companies act impact small and medium enterprises. 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. Should be a minimum of two executive members, namely the ceo and cfo. 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. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. 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.
Companies act, 71 of 2008 series dommisse attorneys inc. There are some essential things you would need to know before you decide to incorporate a company in south africa. Apr 03, 2020 tourism invites eligible companies to apply for the coronavirus covid. Every company is incorporated in terms of and subject to the provisions of the companies act, 71 of 2008 as amended the companies act. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008. A guide to business rescue prepared by werksmans attorneys. In this memorandum of incorporation unless the context otherwise requires.
If an offer falls outside this meaning, chapter iv and its onerous provisions. Standards act no 8 of 2008 department of trade and industry. 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. 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. 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. 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. You will find below the key extracts from the south africa companies act along with the full act.
Apr 29, 2016 the companies act 2008 has introduced various changes in respect of the corporate governance structures of companies. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. The saica guide to the companies act 71 of 2008 has been released. Short title these regulations may be cited as the companies regulations, 2011. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. The information contained herein is a summary of some of the key aspects of. For guidance, the developers looked to south african company law for the 21st century. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Recent case law decided under the 2008 act has confirmed that the act contains only a partial, and not a full, codification of all. May, 2011 after much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation.
The apostolic faith mission of south africa private act repeal act, 2008 no. Every company must have a memorandum of incorporation moi which is lodged with the companies and intellectual property commission cipc. Amendment of the companies act regulation, 2011 5 february 2014. The minister of trade and industry has, in terms of section 223 and item 14 of schedule 5 of the companies act. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. 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. What you need to know about the companies act of 2008. In november 2010 the new companies act came into effect. This page is continuously updated to ensure that you can stay up date on the companies law of. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Recently many changes in the laws for south african companies have occurred.
The new companies act of 2008 what about close corporations. 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 government made the right choice when they decided to change the 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. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. 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. Companies and intellectual property commission republic of. Understanding the new companies act pwc south africa. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the previous. Acts companies and intellectual property commission cipc. Arrangement of sections chapter 1 interpretation, purpose and application part a. 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 test is whether the company could surmount its difficulties and become a successful concern. 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.
Procedurally, the judicial manager was appointed by the master of the high court. 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. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. The most basic categorization is the division between companies for profit and nonprofit companies. Guidelines for corporate law reform may 2004, a policy document. The new modus operandi of a company has to comply with the companies act 712008, the companies. The new companies act master builders kwazulunatal. This approach is however, increasingly being questioned.
Private, nonprofit and incorporated companies may elect to comply with the extended accountability requirements of chapter 3 of the act sect 342. Companies act 71 of 2008 english text signed by the president assented to. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. Turquand rule statutory and common law revised south africa. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. President has assented to the following act, which is hereby published for general information. Cipcs primary institutional mandate is derived from the companies act, 2008, which establishes cipc as a juristic person. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Types of companies you can register in south africa.
Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Audit and accounting requirements of the new companies act. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. It is hereby notified that the president has assented to the following act, which is.
Pdf the south african companies act and the realisation of. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. 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. The companies and intellectual property commission cipc the commission is a juristic person, and mandated by the companies act, 2008act 71 of 2008. South africa companies act 2008 south africa company law. No new close corporations may be formed once that act comes into operation during 2010. Chapter 6 of the south african companies act 71 of 2008. Tourism invites eligible companies to apply for the coronavirus covid. Companies act no 71 of 2008 western cape government.