Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company. Companies act no 71 of 2008 by ira epstein fluxmans inc. Pdf the south african companies act and the realisation of. Act 20 act 22 act 27 act 73 puerto rico tax incentives. The simplicity and flexibility reflected in the act will contribute significantly to promote. The changes include inter alia provision for financial assistance for subscription of securities and acquisition of own. Amendment of section 83 of act 71 of 2008 part 3 amendments affecting chapter 3 of principal act 53. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. The application of section 90 of the companies act, 2008. Objectives of the act the new companies act seeks to encourage and promote transparency and to raise the standards of corporate governance in south.
This is a relatively new act, which came into operation on 1 may 2010 and which has replaced the 1973 companies act. Companies without names it will become possible to form a company that is known only by its registration number. The annual financial statements of public companies will continue to require an audit. This act may be cited as the companies act, 2009, and shall come into force on. The private origins of the private company amsterdam center for. Other companies may be either audited voluntarily or require an. 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. Section 73 of the companies act,20, the relevant portion of which is as under. The companies act, 2008 has been updated by the companies regulations, 2011, being notice no.
Part hcompanies and company formation division 1 types of companies 5 limited companies. Under the repealed act a companys powers and capacity was determined by the main object which was stated in that companys. Companies act 71 of 2008 english text signed by the president assented to. Amended memorandum of incorporation of kruger park lodge homeowners association npc registration number 199701835208 the company this moi was adopted by special resolution passed on 15 may 2014, a copy of which was. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. For guidance, the developers looked to south african company law for the 21st century. Both the companies act 61 of 1973 hereinafter the companies act 1973 and the companies act 71 of 2008 hereinafter the companies act 2008 provide for the financial standards. This would too, no doubt, apply to the current provisions in the act. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. Promote the development of the south african economy by. Accounting records, financial statements, financial reporting. Companies act 2006 is up to date with all changes known to be in force on or before 01 may 2020. While this provision is to be welcomed, it does however raise many questions, difficulties and uncertainties, some of which have been addressed by the court in the recent case of ex parte.
Retrospective corporate validity and the companies act 71. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. There are changes that may be brought into force at a future date. A comparison between the repealed companies act and the. Companies act no 71 of 2008 western cape government. Schedule 5, item 6 read together with the amendment act. The minister of trade and industry has, in terms of section 223 and.
In terms of section 72 of the companies act read with companies regulation 43, the following companies should have appointed a social and ethics committee within one year after the act became effective i. This act makes significant changes to south african law, including the capital rules. The new companies act introduced fundamental changes to south african company law. The draft regulations deal with the functions of the companies commission, the takeover regulation panel and the companies tribunal, and other matters relating to the regulation of companies, to take effect at the time that the companies act, 2008 takes effect.
The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. It has been modernised and brought into line with international best practices. Companies act institute of directors in southern africa. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Companies act 2008 summary of transitional arrangement. The companies act the social and ethics committee and the. 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. Commentary on the companies act of 2008 and blackman. Division 2 conversion of private company into public company 70 conversion of private company to public company. 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. Special provisions as to special resolutions for the reduction of capital. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Understanding the new companies act pwc south africa. Act to amend the companies act, 2008, so as to effect certain legaltechnical and.
A company has to be registered under and regulated by the companies act, 2008. Nothing in this document should be construed as professional advice. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Piercing the veil under section 209 of the companies act. On 1 may 2011, the companies act 71 of 2008 came into effect, replacing the companies act 1973 and amending the close corporations act of 1984. Nonprofit companies take the place of companies limited by guarantee and section 21 companies. Companies act institute of directors in southern africa iodsa.
The companies act, 2008 provides for two categories of companies, namely nonprofit and profit companies. Section 76 of the companies act,20 the relevant provision of which is as under. Substitution of section 86 of act 71 of 2008 45 55. They will be regulations in the form of government notices and. An act to reform company law and restate the greater part of the enactments relating to companies. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. However, regardless of the requirement to appoint a social and ethics committee, the directors and. Special measures under companies act, 20 ca20 and limited liability partnership act, 2008 in view of covid19 outbreak.
Jul 24, 2012 companies act no 71 of 2008 by ira epstein. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Chapter xviii removal of names of companies from the register of companies. Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. Different provisions of the companies amendment act, 2017 including any amendments, references in any provisions there in, shall come into force on such date or dates as the central government may, by notification in the official gazette appoints.
Chapter xxi part i companies authorised to register under this act. The information contained herein is a summary of some of the key aspects of. Punishment for contravention of section 73 or section 76. In contrast to the vague provision in the companies act 1973, the companies act 2008 clearly sets out the legal status of frss. Power to exempt class or classes of companies from provisions of this act. Board committees constitute an important element of the governance process and should be established with clearly agreed reporting procedures and a written scope of authority. This information should be considered in conjunction with the act itself. Henochsberg on the companies act 71 of 2008 request pdf. There are some essential things you would need to know before you decide to incorporate a company in south africa. The companies act 71 of 2008 has introduced into our company law a statutory provision permitting courts to pierce the corporate veil, contained in s 209.
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