For guidance, the developers looked to south african company law for the 21st. South african companies that are financially distressed 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. Effect of conversion on legal status schedule 3 amendment of laws a. This moi was adopted by special resolution passed on 30 november 2012 in substitution for the existing. Za domain name authority association incorporated under section 21 was this day incorporated under the. South africa company law is a set of rules and regulation formed under the south africa companies act 2008. Limitation of period to incorporate close corporations or convert companies 3. Be it enacted by the parliament of the republic of south africa, as follows. 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.
The test is whether the company could surmount its difficulties and become a successful concern. The application of section 90 of the companies act, 2008. Companies act 71 of 2008 english text signed by the president assented to. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
The minister of trade and industry, dr rob davies, signed and approved the companies regulations, 2011. Like south africa, canada has a supreme constitution and it is a. It has been modernised and brought into line with international best practices. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014.
The previous companies act, no 61 of 1973 the 1973 act followed the english. 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. South africa companies act 2008 south africa company law. Types of companies you can register in south africa. There are some essential things you would need to know before you decide to incorporate a company in south africa. Understanding the new companies act pwc south africa. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. 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. Rescue mechanisms in south africa have existed for almost a century through the companies act provisions relating to judicial management ss 427 to 440. 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. The companies act audit requirement and other matters related. In line with this trend, chapter 6 of the new companies act, no.
At the same time, it has been harmonised with other south african legislation, such as the. As a result of the early adoption of the standard in south africa. The saica guide to the companies act 71 of 2008 has been released. You will find below the key extracts from the south africa companies act along with the full act. The companies act also applies to companies regulated by the local government. 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. The act was signed by the president on the 9th april 2009 and gazetted in gazette no. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The most basic categorization is the division between companies for profit and nonprofit companies. Companies act 1963 act 179 section 1commencement spent. This article primarily focusses on the latter, which are subject to a more demanding corporate governance, disclosure and transparency regime. The companies act 2008 at a glance overview you have decided to start a business and you want to incorporate a company.
We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Act now delineates and deals with these categories is simpler and clearer. Restructuring of companies in financial distress is on the increase globally. Procedurally, the judicial manager was appointed by the master of the high court. 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. Companies act institute of directors in southern africa iodsa. 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. The reader is advised to consult a professional adviser for further assistance and. The main features of the companies act, 2008 are as follows. 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. Companies act, if the law of the jurisdiction in which the company is registered does not require such shareholder approval. In terms of the new act, companies are classified as either profit companies or nonprofit companies.
Chapter 6 of the south african companies act 71 of 2008. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. 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. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. Nonprofit companies, which are the successors to the current.
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