Amendment of the companies act regulation, 2011 5 february 2014. Each of s 44 and 45 provides that both a resolutiondecision to provide financial assistance and the financial assistance itself is void to the extent that the provision of that assistance would be inconsistent with either the applicable. Several attempts were made to resuscitate it so as to bring it to par with prevailing international trends in. The directors duty to avoid conflict of interest has been recognised and developed by common law. The companies act, 2008 disclosure of directors and.
The companies act, 2008 disclosure of directors and prescribed officers remuneration for external distribution june 2015 update the latest version of this guide is deemed to replace and supersede all previous versions of the guide. In terms of section 223, and item 14 of schedule 5, of the companies act, 2008 act. Companies act institute of directors in southern africa iodsa. While the new act does allow a two year transitional period transitional period from the date on which the new act. 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. Nothing in this document should be construed as professional advice. Guide to companies act business in s no 71 of 2008a guide. The minister of trade and industry has, in terms of section 223 and. The selfdealing rule precludes a director from acting on behalf of the company in a transaction where heshe has. Noncompliance with s44, s45 and s46 of the companies act, no.
The new companies act introduced fundamental changes to. Companies act no 71 of 2008 western cape government. Guidelines for corporate law reform may 2004, a policy document developed by the department of. This act is called the companies act, 2008, and comes into operation on a date. A member of the board of a company, or an alternate director of a company and includes any. For guidance, the developers looked to south african company law for the 21st century. Identifying directors and prescribed officers directors the term director has been defined in law. Throughout the text, specific reference is made to the sections of the. The topic is motivated by the recent change in our company law ushered by the new companies act no. 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.
Companies amendment act 3 of 2011 south african government. Noncompliance with s44, s45 and s46 of the companies act. Mlaw 211 group assignment 3 companies act 71 of 2008. The companies act, amendment act, together with the regulations completely replaced the companies act of 1973, however existing companies registered under the 1973. The information contained herein is a summary of some of the key aspects of. The companies act implications for directors and prescribed officers introduction the companies act the act contains a number of provisions that will directly impact all directors and.
Pdf the impact of the companies act 71 of 2008 on the. Understanding the new companies act pwc south africa. Each of s 44 and 45 provides that both a resolutiondecision to provide financial assistance and the financial assistance itself is void to the extent that the provision of that assistance would be inconsistent with either the applicable section or. 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.
Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. The changes include inter alia provision for financial assistance for subscription of securities and acquisition of own. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. The companies act, amendment act, together with the regulations completely replaced the companies act of 1973, however existing companies registered. The companies act, 2008 the act defines a director as. The companies regulations, 2010 are hereby published for public comment with effect from date of.
Fundamental transactions and their regulation by the companies act no. It has been modernised and brought into line with international best practices. While the new act does allow a two year transitional period transitional period from the. The act replaces the companies act, 61 of 1973 and came into effect on 1 may 2011. 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. The consequences of noncompliance with sections 44, 45 and 46 of the companies act, no 71 of 2008 companies act are discussed in this article. The companies act implications for directors and prescribed.
Promote the development of the south african economy by. The simplicity and flexibility reflected in the act will contribute significantly to promote efficiency and transparency. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Jul 24, 2012 companies act no 71 of 2008 by ira epstein.
The enactment of s724 and s5 of the companies act, no. 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. This information booklet serves as an explanatory guide to, and general reference tool about the stipulations of the. Henochsberg on the companies act 71 of 2008 request pdf. Superiority ofact part ii incorporation and registration of companies 6. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. Amendment act or the regulations where applicable, otherwise any. This paper entitled capital rules in terms of the companies act no. This guide is intended as an easy reference, pocketsized guide for directors, shareholders.
The minister of trade and industry has, in terms of. The simplicity and flexibility reflected in the act will contribute significantly to promote. Promote the development of companies within all sectors of the economy, and encourage active participation in economic organization. This information should be considered in conjunction with the act itself.
The saica guide to the companies act 71 of 2008 has been released. Kranspoort eienaarskomitee rf npc reg no 200402332308 version 2 aug 16 page 7 of 66. Fundamental transactions and their regulation by the. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. The act rewrites south african company law completely and will have far reaching effects. This act makes significant changes to south african law, including the capital rules. 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 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. It has been announced that the new companies act no. It is trite that the 1973 act, which has regulated our company law for over thirty 30 years, was old and outdated. The new act sets forth to repeal, in the near future, the companies act no. Companies act institute of directors in southern africa.
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