Companies Act, 71 of 2008

Last Updated 09 May 2012 05:31:38 PM

Companies Act & Regulations - latest information

Draft Companies Act Guide

A working group of SAICA's Ad hoc Committee on Corporate Law has released a Draft Guide to the Companies Act, 2008

Disclaimer:
The purpose of the documents placed on this website is to provide guidance on various issues in respect of the 2008 Act which have arisen in practice. It is not possible for these documents to provide full guidance on all aspects of the 2008 Act, or even to consider all aspects of the matters discussed herein fully. Thus, a review of these documents cannot substitute for a thorough reading and understanding of the entire 2008 Act. As these documents address some matters which are open to different interpretations, readers of this documents are advised to apply their own judgment to any particular circumstance and to seek further professional advice where appropriate. Please note that these documents are not legal opinions, and only serve as SAICA's interpretation of these issues.

Companies Act, No 71 of 2008

Cabinet appointments

The following appointments have been made:

Takeover Regulations Panel (23 November 2011)
Mr Andile Macpheson Nikani, Mr Zwelibanzi Malinga, Mr Christopher Haig Ewing, Mr Ebrahim Aboobaker Moolla, Mr Sandile Bubele Siyaka and Mr Ntshengedzeni Anthony Michael Tshivhase

Companies Tribunal (23 November2011)
Adv Simon Lebala (Chairperson), Adv Matshego Jacqueline Ramagaga (Deputy Chairperson), Mr Petrus Albert Delport, Mr Randall Mervyn Williams, Mr Maake Francis Kganyago, Mr Khashane Mmapowana Manamela, Mr Sathie Gouden CA(SA), Ms L Glass, Ms Segopotje Sheila Mphahlele, Ms Aurelia Nomcebo Zondi and Ms Khatija Tootla

Financial Reporting Standards Council (26 July 2011)
Mr Jeff van Rooyen CA(SA) (chairman), Ms Christine Ramon CA(SA) (deputy chairman), Mr Suresh Kana CA(SA), Ms Kim Bromfield CA(SA), Mr Garth Coppin CA(SA), Mr Dumisani Manana CA(SA), Ms Dawn Earp CA(SA), Mr Khaya Dludla CA(SA), Mr Bruce Mackenzie CA(SA), Mr Johan Brink, Ms Linda de Beer CA(SA) (representing JSE), Mr Dawood Seedat CA(SA) (representing FSB) and Ms Naidene Ford-Hoon CA(SA) (representing SARB)

Specialist Committee on Company Law (26 July 2011)
Ms Lesego Sennelo CA(SA), Ms Miranda Feinstein, Professor Michael Katz, Mr Ignatius Sehoole CA(SA), Professor Farouk Cassim, Professor Tshepo Mongalo, Mr Ewald Müller CA(SA), Mr Thabani Jali, Ms Astrid Ludin and Mr Rory Voller

The new Companies Act was signed by the President on 8 April 2009 and gazetted in Gazette No. 32121 (Notice No. 421). This Act is called the Companies Act, Act no. 71 of 2008. The Act replaces the companies Act, 61 of 1973 and came into effect on 1 May 2011.

Ms Astrid Ludin (former DDG at dti) was appointed as the new Commissioner and Advocate Rory Voller as the Deputy Commissioner of the new Companies and Intellectual Property Commission.

Documents:

Companies Act No 71 of 2008 (872Kb PDF) / Maatskappywet No 71 van 2008 (685Kb PDF)
Memorandum on the objects of the Companies Act No 71 of 2008 (107Kb PDF)
Quick reference to the Companies Act of 2008 (123Kb PDF)
Consolidated version of the Companies Act (1Mb PDF)
Proclamation of Companies Act effective date (89Kb PDF)

Additional Information on the Companies Act 71, 2008

3 May 2012 - Social and Ethics Committee (21Kb PDF)
22 March 2012 - Summary of court case dealing with the registered office of a company (36Kb PDF)
1 December 2011 - Amendments to the Memorandum of Incorporation ( 69Kb PDF)
14 July 2011 - Disqualification of auditors (108Kb PDF)
30 June 2011 - Approval for Directors remuneration (33Kb PDF)
15 June 2011 - Summary of financial reporting standards, audit and review and persons eligible to do audit / review in terms of the Companies Act, 2008 (38Kb PDF)
2 June 2011 - Summary of Financial assistance to directors (38Kb PDF)
Companies Act Regulations applicable to Companies (67Kb PDF)
Summary of Financial Reporting Standards, audit and review (121Kb PDF)
List of alterable provisions in the Companies Act, 2008 (239Kb PDF)

The JSE has released practice notes to assist on the understanding of the JSE Listings Requirements and the Companies Act application.

Companies Amendment Act, No 3 of 2011

The Companies Amendment Bill (B 40 - 2010) was tabled in Parliament on 9 November 2010. The Bill was published in the Government Gazette for public comment and public hearings were held on 30 November and 1 December 2010. The Bill proposed the amendment of the Companies Act, No 71 of 2008 to correct errors, legal-technical and grammatical issues. The Companies Amendment Bill was approved by the Portfolio Committee on Trade and Industry on 10 March 2011.

The Companies Amendment Act No.3 of 2011 was assented by the presidency and was published on Government Gazette 34243 on 26 April 2011. This Amendment Act need to be read together with the Companies Act, No 71 of 2008 as no consolidated version is available yet.

Companies Amendment Act, No 3 of 2011 (2MB PDF)
Companies Amendment Bill (B40B-2010) approved by Portfolio Committee (561Kb PDF)

Submissions and comments

SAICA letter of introduction on the Companies Amendment Bill (36Kb PDF)
SMP Comments on the Companies Bill 2008 -19 Jan 2011 (75Kb PDF)
SAICA comments on Companies Amendment Bill (141Kb PDF)
DTI Responses on Companies Amendment Bill hearings (355Kb PDF)

Companies Regulations, 2011

The Minister of Trade and Industry has in terms of section 223 and Item 14 of Schedule 5 of the Companies Act published the Companies Regulations. These regulations became effective on 1 May 2011, at the same time that the Companies Act No 71, 2008, became effective.

Companies Regulations, 2011 (713Kb PDF)

Submissions and comments

SAICA introduction letter on Companies Act Draft Regulations (33Kb PDF)
SAICA submission on Companies Act Draft Regulations 2011 (488Kb PDF)