Henochsberg on the companies act 71 of 2008 request pdf. For guidance, the developers looked to south african company law for the 21st century. The directors duty to avoid conflict of interest has been recognised and developed by common law. Companies act 71 of 2008 final linkedin slideshare. Feb 19, 2019 the companies act, 71 of 2008 act gives shareholders certain substantive powers which include, among others, the power to amend the memorandum of incorporation of the company moi, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the companys assets. Companies act no 71 of 2008 by ira epstein fluxmans inc. Amendment act or the regulations where applicable, otherwise any reference to a section. This act makes significant changes to south african law, including the capital rules.
The simplicity and flexibility reflected in the act will contribute significantly to promote efficiency and transparency. Fundamental transactions and their regulation by the. Act requires that companies falling within specific categories. Companies act 2008 notes on the guide to companies act no 71 of 2008 2 1.
Companies act 71, of 2008 legal and governance technical. The companies act financial assistance background the companies act 71 of 2008 the act came into effect on 1 may 2011. Several attempts were made to resuscitate it so as to bring it to par with prevailing international trends in. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Subscriptions are available via the creamer media store. Trevor manuel the then minister of finance raised concern regarding intragroup company loans without.
This chapter will analyse the relevant parts of section 46 and 48 of the 2008 act, which respectively deal with distribution and share buyback. Legal brief one of the highlights of the new companies march 2011 act no. Section 80 of the companies act, 71 of 2008 the companies. This is a relatively new act, which came into operation on 1 may 2010 and which has replaced the 1973 companies act. With the entering into force of the companies act 71 of 2008 in 2011 a number of rights were granted to trade unions by the act. Mlaw 211 group assignment 3 companies act 71 of 2008. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Relief under section 163 of the companies act 71 of 2008 unscrambling the omelette omar v inhouse venue technical management pty ltd journal. 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.
Companies ct 2008 act o 71 of 2008 2 companies act, 2008 act no. Removing a director under the companies act 71 of 2008. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. The act rewrites south african company law completely and will have far reaching effects. 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. The cipc released the following additional information to assist in the application and implementation of the companies act. Henochsberg on the companies act 71 of 2008 has long been recognised as the leading work in the field of corporate and commercial law. The changes include inter alia provision for financial assistance for subscription of securities and acquisition of own. The companies act 71 of 2008 not only grants rights to registered. Introduction although any mention of the windingup or liquidation of a business enterprise has the tendency to attract negative sentiments in the commercial world, the voluntary windingup of a solvent company remains a useful and practical tool for businesses to achieve certain defined outcomes. The enactment of s724 and s5 of the companies act, no. A significant change from the previous act of 1973 arises in section 45 relating to. On 1 may 2011, the companies act 71 of 2008 came into effect, replacing the companies act 1973 and amending the close corporations act of 1984. 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. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. Companies act 71 of 2008 english text signed by the president assented to. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments.
Promote the development of the south african economy by. Operating the business under ones own name as a sole proprietorship. Relief under section 163 of the companies act 71 of 2008. The new companies act introduced fundamental changes to south african company law. Objectives of the act the new companies act seeks to encourage and promote transparency and to raise the standards of corporate governance in south africa. Companies act institute of directors in southern africa iodsa. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. Guidelines for corporate law reform may 2004, a policy document developed by. The companies act 71 of 2008 the act came into effect on 1 may 2011. Section 48 of the companies act 71 of 2008 semantic scholar.
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. Add tags for henochsberg on the companies act 71 of 2008. Throughout the text, specific reference is made to the sections of the. The minister of trade and industry has, in terms of section 223 and. Companies act, 2008 no 71 of 2008 register companies, business rescue practitioners and corporate names, maintain data, regulate governance of and disclosure by companies, accredit dispute resolution agents. Feb 19, 2019 introduction although any mention of the windingup or liquidation of a business enterprise has the tendency to attract negative sentiments in the commercial world, the voluntary windingup of a solvent company remains a useful and practical tool for businesses to achieve certain defined outcomes.
The selfdealing rule precludes a director from acting on behalf of the company in a transaction where heshe has. It may not be used as an exhaustive legal reference or substitute for the act. Companies act 2008 summary of transitional arrangement. Pdf the impact of the companies act 71 of 2008 on the.
Download a copy of the companies act, 2008 ammended companies act and. While this provision is to be welcomed, it does however raise many questions, difficulties and uncertainties, some of which have been addressed by the court in the recent case of ex parte gore and others nno 20 3 sa 382 wcc, which handed down the first judgment on s 209 of the companies act 71 of 2008. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. With acts you are guaranteed the latest and most up to date resource for your legislative needs. The companies act, 71 of 2008 act gives shareholders certain substantive powers which include, among others, the power to amend the memorandum of incorporation of the company moi, the power to elect and remove directors, and the power to approve the disposal of all or the greater part of the companys assets. Section 71 3 of the act provides for the removal of a director by the board if there are more than 2 directors and one of the following grounds have been alleged by a shareholder or director a. Chapter 4 examines the requirements to be met when the company acquires its shares under the 2008 act. A significant innovation under the act is that it provides for a court application to declare a director delinquent or to have him placed under an order of probation.
Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. Mar 28, 20 12 companies act 71 of 2008 companies act 71 of 2008 9. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Understanding the new companies act pwc 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. Before the new companies act came into effect on 1 may 2011 and in dealing with the rendering of directors personally liable for the debt or debts of a company one relied on the provisions of the old companies act after may 2011 we now rely on two acts. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms. Request pdf on may 31, 2016, piet delport and others published henochsberg on the companies act 71 of 2008 find, read and cite all the research you need on researchgate. Promote compliance with the bill of rights as provided for in the constitution in the application of company law. This information should be considered in conjunction with the act itself. Fundamental transactions and their regulation by the companies act no. Henochsberg on the companies act 71 of 2008 lexisnexis sa.
It reveals that the provisions are in certainrespectstoofarrangingandthat,inothers,treatdirectorstooleniently. Henochsberg on the companies act 71 of 2008 continually. The validity of company actions under section 20 of the. Operating the business under a close corporation, as long as this close corporation was registered and in operation before 1 may 2010.
Corporate in a calabash introduction running a business in south africa may be done using one of three options. While the companies act 71 of 2008 the act has increased the powers of company directors, it has, at the same time, increased their liabilities. While the new act does allow a two year transitional period transitional period from the date on which the new act. Locating the consideration of the social dimensions of the right to property at the stage when the. The rights granted to trade unions under the companies act. Previously regulated by voluntary standards and norms, the. The new act and regulations became effective on 1 may. Companies act no 71 of 2008 872kb pdf maatskappywet no 71 van 2008 685kb pdf. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. A significant change from the previous act of 1973 arises in section 45 relating to financial assistance.
The companies act, 2008 has been updated by the companies regulations, 2011, being notice no. Company law directors companies act 20 for jun dec 2017 duration. Piercing the veil under section 209 of the companies act 71. This page contains information on the companies act, 71 of 2008, including.
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