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. SAICA invites your input and comments on this Draft guide by 23 September. Send your comments via e-mail to juanitas@saica.co.za.

Companies and Intellectual Properties Commission (CIPC)

The CIPC released the following additional information to assist in the application of the Companies Act.

GUIDANCE NOTES:

Guidance Note 1 of 2011 – Registration of special resolutions under the Act (242Kb PDF)
Guidance Note 2 of 2011 – Guidance on forms to be completed for registration of companies (1,1Mb PDF)
Guidance Note 3 of 2011 – Requirements for amendment of external companies details (125Kb PDF)
Guidance Note 4 of 2011 – Conversion of company to a close corporation no longer allowed (143Kb PDF)
Guidance Note 5 of 2011 – Vetting and registration of prospectuses (176Kb PDF)
Guidance Note 6 of 2011 – Special Resolution to be registered with CIPC (282Kb PDF)

PRACTICE NOTES:

CIPC FORMS:

The forms are available for download on the CIPC website.

Due to the fact that certain requirements of the Companies Act, 2008 is applicable to Close Corporations, certain of the forms will also apply to Close Corporations.

Comparison between old forms versus new forms for Close Corporations (88Kb PDF)
Comparison between old forms versus new forms for Companies (105Kb PDF)

EXPLANATORY NOTES:

The explanatory notes provide detail on how the forms should be completed.

Explanatory note CoR15.1A – Completion of Notice of Incorporation and MoI for Private company using the Short Standards form
Explanatory note CoR15.1B – Completion of Notice of Incorporation and MoI for Profit company using the Long Standards form
Explanatory note CoR15.1C – Completion of Notice of Incorporation and MoI for Non Profit Company (without members) using the Short Standards form
Explanatory note CoR15.2– Completion of Notice of Amendment of Incorporation
Explanatory note CoR15.3 – Completion of Notice of Alteration of MoI
Explanatory note CoR15.4 – Completion of Notice of Translation of MoI
Explanatory note CoR15.5 – Completion of Notice of Consolidation of MoI
Explanatory note CoR18.1 – Application to convert a Close Corporation
Explanatory note CoR31 – Notice of Board Resolution to Convert par Value Shares

Additional Information on the Companies Act 71, 2008

Amendments to the Memorandum of Incorporation
List of alterable provisions in the Companies Act, 2008
Summary of Financial assistance to directors
Approval for Directors remuneration (33Kb PDF)
Summary of financial reporting standards, audit and review and persons eligible to do audit / review in terms of the Companies Act, 2008 (38Kb PDF)
Companies Act Regulations applicable to Close Corporations (66Kb PDF)
Companies Act Regulations applicable to Companies (67Kb PDF)
Summary of Financial Reporting Standards, audit and review (121Kb PDF)
Audit for Subsidiaries of Listed Companies (234Kb PDF)
Disqualification of auditors (108Kb PDF)

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

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.
It was also announced that 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.
SAICA's Ad-hoc Committee on Corporate Law is drafting guidance on the new Companies Act. SAICA has arranged training on the Companies Act and the training have commenced during March 2011.

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 (480Kb 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 (200Kb 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 (20Mb PDF)