South africa companies act 71 of 2008 pdf

A discussion on the duty of care, skill and diligence to be. The true intention of the section 21 of the companies act 71 of 2008 is to provide a legal basis for companies that are not yet incorporated to engage in business transaction before, it is legally in existence. Understanding the new companies act pwc south africa. Notes on the guide to companies act no 71 of 2008 2 1. Promote innovation and investment in the south african markets. A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no.

Henochsberg on the companies act 71 of 2008 continually. Dissolution of companies and removal from register 83. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. In the new act, business rescue is introduced in chapter 6 which effectively replaces.

This has culminated in the replacement of the 1973 companies act with a new companies act no. University of kwazulunatal, pietermaritzburg campus. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. A new direction, south african mercantile law journal, 262 307337. The test is whether the company could surmount its difficulties and become a successful concern. Reaffirm the concept of the company as a means of achieving economic and. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. Submitted in partial fulfilment of the degree of master of laws, coursework masters. 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. Companies act 71 of 2008 english text signed by the president assented to. Pdf the south african companies act and the realisation of. Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. The act rewrites south african company law completely and will have far reaching effects. Fundamental transactions and their regulation by the.

State owned company incorporated in terms of the companies act, no 63 of 1973, which has now been replaced by the companies act 71 of 2008, with registration number 200002899307. Companies act, 71, 2008 memorandum of incorporation of a nonprofit company name of association. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Africas corporate law history, the companies act 71 of 2008 partially codifies the fiduciary duties of directors, the duty of care and skill, and introduces the business judgement rule also referred to as the safeharbour provisions into south african company law. South african companies that are financially distressed in south africa. Legal brief one of the highlights of the new companies march 2011 act no. Republic of south africa companies act 71 of 2008, as amended memorandum of incorporation of jse limited registration number 200502293906 the company this memorandum of incorporation was adopted by a special resolution in terms of section 161c passed by the shareholders of the company on 25 april 20, in. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. The companies act, 2008 has been updated by the companies regulations, 2011, being notice no. The presidential signing of the long awaited new companies act in april 2009, became effective on the 1st of may 2011 712008. The regulations refers to the regulations to the companies act, no. The companies act 71 of 2008 new companies act will commence on 1 may 2011.

Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of. The misfit section 218 2 of the companies act 71 of 2008. The reader is advised to consult a professional adviser for further assistance and. Piercing the veil under section 209 of the companies act 71. Companies ct 2008 act o 71 of 2008 8 subject to subsection 6 and subsection 7, a foreign company may apply in the prescribed manner and form, accompanied by the prescribed application fee, to transfer its registration to south africa from the foreign jurisdiction in which it is registered, and.

The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Accounting records, financial statements, financial reporting. Overview of the south african business rescue process. The presidential signing of the long awaited new companies act in april 2009, became effective on the 1st of may 2011 71 2008. Companies act no 71 of 2008 by ira epstein fluxmans inc. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers. 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. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. The king iv report on corporate governance for south africa 2016 king iv companies act 71 of 2008 johannesburg stock exchange listings requirements the saica guide to the companies act financial reporting council uk guidance on audit committees. Download a copy of the companies act, 2008 ammended companies act and. The companies act 71 of 2008 prescribes certain duties and. Guidelines for corporate law reform may 2004, a policy document developed by.

Pdf the companies act 71 of 2008 the companies act was promulgated in april. The companies act implications for directors and prescribed. 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. In line with this trend, chapter 6 of the new companies act, no. 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. Chapter 6 of the companies act, act 71 of 2008 new act introduced business rescue to the south african legal system. For more information on this or any other legal related queries please contact us. Advantages and dis duties in the south african companies. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. The pfma refers to public finance management act, no. Promote compliance with the bill of rights as provided for in the constitution in the application of company law.

For guidance, the developers looked to south african company law for the 21st century. Lenders often ask which of s44, 45 and 46 of the companies act, no. Chapter 6 of the south african companies act 71 of 2008. The applicability of these sections is considered in the following example surety example which occurs frequently in funding transactions. The new companies act master builders kwazulunatal. Be it enacted by the parliament of the republic of south africa, as follows.

The apostolic faith mission of south africa private act repeal act, 2008 no. Companies act institute of directors in southern africa iodsa. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Restructuring of companies in financial distress is on the increase globally. Procedurally, the judicial manager was appointed by the master of the high court. Windingup of solvent companies and deregistering companies 79. A guide to business rescue prepared by werksmans attorneys. 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. What is a cdsa benefits how to become a cdsa apply now cdsas. Companies for profit can further be subdivided into. 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.

Overview of the south african business rescue process by karabo motshwane. South african company law is that body of rules which regulates corporations formed under the companies act. Promote the development of the south african economy by. 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. Applicability of sections 44, 45 and 46 of the companies act. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. 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. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. A company is a business organisation which earns income by the production or sale of goods or services.

The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act. Cassim rehana, 2014 piercing the veil under section 209 of the companies act 71 of 2008. The most basic categorization is the division between companies for profit and nonprofit companies. Polity offers free access to south african legislation, policy documents and daily political news. The companies act or the act refers to the companies act, no.

Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Types of companies you can register in south africa. In this article, we explore the requirements applicable to a disposal of the greater part of a companys assets or undertakings in terms of section 112 of the companies act act no. Policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african economy. This entry also covers rules by which partnerships and trusts are governed in south africa, together with albeit in less detail. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. 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. If an offer falls outside this meaning, chapter iv and its onerous provisions. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. The saica guide to the companies act 71 of 2008 has been released. South african optometric association npc registration number.