In the recent case of nyathi v cloete no 2012 6 sa 631, the south gauteng high court handed down an interesting and informative judgment in regard to the provisions of the companies act 1973, outlined above, which provide for an inquiry into the affairs of an insolvent company. South africa is famous for its former president, nelson mandela, kruger national park and a variety of gem stones and minerals. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Recognising that, as a result of restrictions in the companies act, 1973, the restructuring of sasria to normalise the shortterm insurance industry as regards special risks could not commence, b e it enacted by the parliament of the republic of south africa, as follows. With acts you are guaranteed the latest and most up to date resource for your legislative needs. The cipc released the following additional information to assist in the application and implementation of the companies act. See ss 179192, 242246 of the companies act of 1973. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came. The current framework of south african company law is built on foundations, which were. These are 20 of the best things to do in south africa, including swimming with sharks, teeing off at top golf courses, and more with a map. The companies act, 71 of 2008, which was promulgated in 2009, has been effective since may 2011 referred to as the companies act in this guide. Understanding the new companies act pwc south africa. For use in registering office words republic of south africa for exchange control purposes form cm 42 companies act, 1973 securities transfer form section 4 a full name of issuer of security as shown on certificate quantity and full description of securities to be transferred description transfer from.
Republic of south africa companies act, 1973 as amended author. The previous companies act, no 61 of 1973 the 1973 act followed the english. Wording of sections prescribed means prescribed under this act. Companies act provides relief for prejudiced minority. The board of directors and committees pwc south africa.
Definitions in this chapter, unless the context otherwise indicates. South africa is rich in minerals, and it supplies a large amount of the worlds production of these minerals thanks to an active mining industry. 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. Windingup and judi cial management of companies, regulations for the gn r2490 of 1973 in gg 4128 of 28 december 1973 act to consolidate and amend the law relating to companies. Companies amendment act 59 of 1978 registration and incorporation of companies in south west africa proclamation 234 of 1978 as it is applicable in the republic companies amendment act 115 of 1979 companies amendment act 84 of 1980 companies amendment act 83 of 1981 revenue laws amendment act 99 of 1981 companies amendment act 29 of 1982. This article looks at the south african companies act 71 of 2008 hereafter the companies act. It has been announced that the new companies act no. Companies act means the companies act, 1973 act no.
To revisit this article, visit my profile, then view saved stories. The corporate landscape in south africa in terms of south african company act 1973 two types of companies can be formed, a company with share capital, or a company without share capital having the liability of its members limited by a memorandum of association a company limited by guarantee. Chapter 14 of the nowrepealed companies act of 1973. Nonprofit organisations act 71 of 1997 as amended npo act trust property control act 57 of 1988 tpca. The animals have competition from the countrys rampant culture, food, design, fashion and arts scenes. Mpumalanga is a beautiful region with vistas of mountains and lush green valleys. Republic of south africa companies act, 1973 articles of association of a company not having a share capital section 601.
Aug 01, 2019 prior to the 2008 act, prejudicial conduct was regulated by s 252 of the companies act 61 of 1973 the 1973 act. Item 2 of schedule 5 of the 2008 companies act further provides for the continued existence of preexisting companies. The prohibition of mixed marriages act 1949 forbade marriage between white and nonwhite people in south africa as one of the first apartheid laws. 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. Companies act southern african legal information institute.
A place of big skies and open pastureland, the free state is ideal for a road trip. For guidance, the developers looked to south african company law for the 21st. Liability of directors and others for fraudulent conduct of business. It is hereby notified that the president has assented to the following act, which is hereby published for general information. Companies act means the companies act, 2008, as amended or any legislation which replaces it. Companies act, 1973, corporation law south africa date 20140218 type.
The act, amendment act together with the regulations completely replace the companies act of 1973. While the new act does allow a two year transitional period transitional period from the date on which the new act. Audit and accounting requirements of the new companies act. The difference between the s424 1 of the companies act of 1973 and the new companies act of 2008 can be seen on the application of both acts. Amendment of section 3 of act 61 of 1973, as amended by section 106 of act 82 of 1986 95. The new companies act elicited a veritable tsunami of legal writing and analyses, both in law journals and in law reports. 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 came into force on the 1 may 2011 and it contains provisions of business rescue which abolished the provisions of judicial management under the companies act 61 of 1973. Guide to companies act business in s no 71 of 2008a guide. Section 424 1 of the companies act of 1973 applies by the application of creditors at the winding up of the company whereas the new companies act of 2008 introduces s22 which applies even when the. South african company law for the 21st century guidelines. Companies act of 2008 edit the 1973 act had over the years been amended on numerous occasions to bring it up to date.
Nonprofit law in south africa council on foundations. Read a basic overview of this organization and its role in south african history. Admission regional representative of each region in south africa shall elect a person. For guidance, the developers looked to south african company law for the 21st century. Registration and incorporation of companies in south west africa proclamation 234 of 1978 as it is applicable in the republic companies amendment act 115 of 1979. Its a prime target for outdoor enthusiasts, who head he. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. This country has some of the biggest reserves of gold, manganese, coal, platinum, diamonds, va. If the company is in fact solvent, in the sense of its assets exceeding its. Recently, south africa has undergone a major process of law reform, culminating in the companies act no. Republic of south africa companies act, 1973 articles of association of a company not having a share capital and not adopting schedule 1 section 601. Republic of south africa companies act, 1973 articles of association of an association not having a share capital section 60 1 and regulation 18 association incorporated under section 21 registration number of association. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. Guidelines for corporate law reform may 2004, a policy document developed by.
Vicki jauron, babylon and beyond photography getty images the british south africa company bsac was a me. Companies act institute of directors in southern africa iodsa. Republic of south africa companies act, 1973 memorandum of association of a company not having a share capital section 541. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, kenya, malaysia, new zealand, south africa and the united kingdom in relation to company law. The companies act, amendment act, together with the regulations completely replaced the companies act of 1973, however existing companies registered under the 1973 act continue in existence. South africa and the united states have entered into a double taxation treaty. The close corporations act, 1984 has been amended as provided for in schedule 5. This is not surprising, especially in view of the fact that by far the. The royal exchange and london assurance corporation act 1719 6 geo 3 c 18 or. The code of corporate practices and conduct king code. Act, has served such demand by leaving it at its main office.
This act makes significant changes to south african law, including the capital rules. Company means sasol limited or by whatever other name it may be known from time to time, registration number 197900323106, being a preexisting public company incorporated under the companies act, 1973. South africa the republic of south africa or the territory comprised therein from. The business rescue has become an important part of south african. Amendment act, 2011 the amendment act, and the companies regulations, 2011 the regulations came into effect on 1 may 2011.
The south african companies act 61 of 1973 adopts a strange and a curios ambivalence towards the nineteenthcentury common law concept of the maintenance of the share capital of a company. The prohibition of mixed marriages act in south africa. Constitution of the republic of south africa, act 108 of 1997 as amended companies act of 2008 and companies amendment act of 2011. By unpacking the various provisions relating to private examinations, which have been honed by the courts in a prolific number of cases, the aim of the thesis is to determine whether section 417 in its present format remains lawful, purposeful and necessary in. Number there shall be no limit to the number of members of the company. The new companies act master builders kwazulunatal. Broad horizons are interrupted only briefly by a smat. Lung cancer remains the most commonly diagnosed cancer and the leading cause of cancer death worldwide because of inadequate tobacco control policies. Gideon mendel getty images the prohibition of mixed marriages act no. The article focuses on companies and the companies act. The act introduces a multitude of requirements for companies in the areas of auditing and accounting. I words in bold type in square brackets indicate omissions from existing enactments. Contrary to section 226 of the companies act of 1973, a technical. Beuthin the range of a companys interests 1969 salj 155.
The provisions of this act relating to the windingup of a company shall not apply to. South african company law for the 21 century guidelines for. 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. Things to do with kids best beaches best surfing best dive destinations best golf resorts kruger n. The articles of table a or table b contained in schedule 1 to the companies act, 1973, shall not apply to the company. Regulation 173 cancer association of south africa association incorporated under section 21 registration no of company 190500372008 paste revenue receipt here or affix revenue stamp here or. South african company law for the 21st century guidelines for. Development in south african legislationthe capital maintenance rule was removed in south african company law and more particularly the companies act no 61 of 1973 1973 act by the companies amendment act no 37 of 1999 the 1999. The next major south african legislation in this area was the companies act of 1973, which remained in force until 31 april 2011. The application of repealed sections of the companies.
A significant change from the previous act of 1973 arises in section 45 relating to financial assistance. The capital maintenance concept and share repurchases in. This has culminated in the replacement of the 1973 companies act with a new companies act no. A critical analysis of the piercing of the corporate veil in. The third king report on governance for south africa 2009 is referred to as the king report.
The south african companies act of 2008 and the companies amendment act of 2011 both came into operation on may 1, 2011. Together with the king 111 code and report implemented on 1 march 2010 this is the most fundamental. It considers the effects of the companies act in respect of the realisation of human rights responsibilities by companies that operate within south africa. Registration and incorporation of companies in south west africa proclamation 234 of 1978 as it is applicable in the republic companies amendment act 115 of 1979 companies amendment act 84 of 1980 companies amendment act 83 of 1981 revenue laws amendment act 99 of 1981 companies amendment act 29 of 1982. Republic of south africa companies act, 1973 section 64 certificate of incorporation of a company without a share capital registration number form cm4 republic of south africa companies act, 1973 memorandum of association of a company not having a share capital section 541. M gwanyanya the south african companies act and the. The articles of table a contained in schedule 1 to the companies act, 1973 as amended shall not apply to the company. 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. 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. In some respects, the companies act still clings to this archaic and outdated concept, while in other respects, it boldly sweeps away the concept and. The companies act 1973 provided for two mechanisms for this kind of informal restructuring a compromise and an arrangement. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament companies acts may be a generic name either for legislation. Approximately 50 percent of south africa is famous for its former president, nelson mandela, kruger national par.
Pdf the south african companies act and the realisation of. Dissolution of companies and removal from register 83. In these articles and the memorandum of association the following words shall, unless the. Companies act institute of directors in south africa iodsa.
The law applicable to south african private examinations is considered in chapter 2. South african and australian companies have a unitary board structure. African law the capital maintenance concept and share. See, generally, ss 208ff of the companies act 61 of 1973. Constitution means the constitution of the republic of south africa, 1996. Neither this department nor the south african reserve bank accepts any. Republic of south africa companies act, 1973 articlesofassociationofacompanynothaving asharecapital section 601. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. The listings requirements of the jse securities exchange 2003 listings requirements, which apply to companies listed on the jse limited. The companies act 71 of 2008 new companies act will commence on 1 may 2011.
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