Sabinet an overview of company law reform in south. The south african companies amendment bill 2018 financial. As a result of the early adoption of the standard in south africa. When a legal problem is not covered by statute law, you can look at the common law for an answer. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. Corporate governance leading corporate and commercial law firm. As a general rule, south africa follows english law in both criminal and civil procedure, company law, constitutional law and the law of evidence. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Centre for business law with more than 60 academic members of staff, it is the largest department in south africa specialising in all aspects of commercial law. What is the law regards data privacy or data protection in south africa. Dissolution of companies and removal from register 83. See international harvester company of australia pty ltd v carrigans hazledene.
Za domain name authority association incorporated under section 21 was this day incorporated under the companies act, 1973 act 61 of 1973 and that the company is a. The act was signed by the president on 8 april 2009, but. Such participation by a bbbee partner will allow the south african entity to do business in south africa competitively. Types of companies you can register in south africa. In south africa, the vast majority of attorneys focus on corporate law. The companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. South africa is ranked well behind fellow african countries such as ghana and zambia in our ability to establish, sustain and grow successful new businesses source. Labour smart provides a one stop service for south african labour and employment law practitioners. Companies act, if the law of the jurisdiction in which the company is registered does not require such shareholder approval.
The contribution does not attempt to discuss substantive provisions of the companies act 71 of 2008. South african company law for the 21st century guidelines. Salona lutchman is a senior lecturer in the department of public law at the university of cape town. It may not be used as an exhaustive legal reference or substitute for the act. Legal nature of company shares and requirement to have shareholders. The law of agency in south africa regulates the performance of a juristic act on behalf or in the name of one person the principal by another the agent, who is authorised by the principal to act, with the result that a legal tie vinculum juris arises between the principal and a third party, which creates, alters or discharges legal relations between the principal and a third party. A company thus has legal rights and obligations in the same way that a natural person does.
Centre for business law university of south africa. The nonprofit company can be established with or without members, but it must have at least three directors companies act section 31. Labour law south africa, employment law south africa. Turquand rule statutory and common law revised south africa. Many members and associates of the centre for business law serve on influential bodies in business and government, and are recognised in south africa and internationally as leaders in. Access study documents, get answers to your study questions, and connect with real tutors for lml 4806. The information contained herein is a summary of some of the key aspects of the companies amendment act, 2011 and the companies regulations, 2011 and the companies act, 2008 read together, and is issued to clients as a general overview thereof. It is anticipated that south africa will conclude accession to the hague agreement and the madrid protocol in the near future, which will require of cipc to administer those treaties as well. This booklet provides insight into how creditors may. 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. You will find below the key extracts from the south africa companies act along with the full act.
Doing business in south africa cliffe dekker hofmeyr. Nonprofit law in south africa council on foundations. For example, a partnership may sue or be sued in its business name. This entry also covers rules by which partnerships and trusts are governed in south africa, together with cooperatives and sole proprietorships. This report by the law library of congress provides information on the influence or lack thereof of foreign laws on domestic jurisprudence in argentina, brazil, canada, china, england and wales, france, germany, india, israel, mexico, new zealand, nicaragua, and south africa. For certain purposes, however, it is treated by law as if it is a separate legal entity. Resignation or removal of company secretary part c auditors 90. The provisions of the act set the bar for competent directors at much higher levels than we have seen in the past.
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. Companies act, no 71 of 2008 the companies act, no 71 of 2008, consolidates and amends the law that relates to companies. Reporting standards for small and medium enterprises ifrs for smes or south african statements of generally accepted accounting practice sa gaap depending on the classification of the company. The most basic categorization is the division between companies for profit and nonprofit companies.
The south african company allows for flexibility in that the shareholding in the south african company may be adjusted in the future in order to allow for participation by a bbbee partner. The contract of guarantee in south african law bowmans. The act expressly provides that records must be kept in written form, or. This has far reaching effects on creditors, financial institutions, shareholders, employees and restructuring specialists. This course seeks to inform, educate and engage students towards the objective of understanding the framework within which companies in south africa, as. General corporation law applicable to mergers and acquisitions. 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. Be it enacted by the parliament of the republic of south africa, as follows. The cipc therefore has a substantial legislative compliance role in diverse areas of law. A the constitution is the most important source of law in south africa b chapter 2 of the constitution deals with the bill of rights, the cornerstone of south african democracy.
South africa companies act 2008 south africa company law. All companies are subject to the corporate law requirements set out in the main source of company law in south africa, being the companies act, 2008 the companies act. The first unit of study for business law 101 is an introduction to the subject. The south african council for the quantity surveying profession sacqsp psm 8 basic principles of property law in sa 2 of 50 organisational component 1. Sabinet an overview of company law reform in south africa. This act became effective on 1 may 2011 and should be read with the companies amendment act, no 3 of 2011, and the companies regulations, 2011. Companies and partnerships compared a a company can be created only by certain prescribed methods most. The south african companies act of 2008, which came into force on may 1, 2011, provides for the incorporation of a nonprofit company, which is recognized as a separate category of company. South african companies that are financially distressed in south africa now have an opportunity to reorganise and restructure. In seeking to improve the quality of life for all inhabitants, south africa must reduce poverty, create employment and redress. Many of the general principles of our law come from the common law, eg the criminal law that says that murder and robbery. Instead, the author explains the process followed in the drafting of this groundbreaking piece of legislation. We specialise in public training, inhouse training, and weekly webinars covering all labour law requirements such as disciplinary hearings, employment equity, collective labour relations, the labour relations and basic conditions of employment acts.
The companies act audit requirement and other matters. Understanding the new companies act pwc south africa. Policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african economy. Outa next article heres what you can expect from your bank in 2018 previous article. Data privacy or data protection in south africa law firm. The bill of rights is the cornerstone of south africas constitutional, multi.
The right to privacy is protected in terms of the common law and the constitution. The contract of guarantee in south african law by sanguita popatlal in any financing transaction banks and other lenders seek to protect their financial exposure by taking some form of security. The saica guide to the companies act 71 of 2008 has been released. She is an admitted attorney and notary of the high court of south africa.
South africa company law is a set of rules and regulation formed under the south africa companies act 2008. The south african council for the quantity surveying profession established in terms of the quantity surveying profession act 2000 act 49 of 2000 professional skills module no. Corporate and business law south africa specimen answers section a 1c 2c 3 a 4b 5a section b 1 a a partnership is not a separate legal entity with separate legal personality. Dec 18, 2014 the companies act 71 of 2008, as amended by act 3 of 2011, governs the formation of companies in south africa. For guidance, the developers looked to south african company law for the 21st century. Once this is completed they will attend to advising the company on how the change of ownership will affect movable and immovable property as well as giving advice on labour matters.
South african company law is that body of rules which regulates corporations formed under the companies act. The bill of rights is the cornerstone of south africa s constitutional, multi. The article begins by setting out the underlying fundamental objectives which drove the process of reforming company law in south africa. Windingup of solvent companies and deregistering companies 79. Pertinent provisions of the south african companies act are discussed in footnotes. Is there a high level of demand for corporate lawyers in south africa. The act was formed against the backdrop of a general corporate reform policy, published by the dti in 2004, its vision being that company law should promote the competitiveness and development of the south african. The majority of its directors are or will be south african citizens.
A company is a business organisation which earns income by the production or sale of goods or services. Criminal liability of companies survey south africa bowman. Taking security in south africa a comparative guide for investors provides an overview of the types of assets over which security can be taken in south africa, the different types of security, as well as the related procedures. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
A general comparison between the principles of the law of specific contract in south africa and its english counterpart. Definition of a company a company is a corporation an artificial person created by law. Amendment of the companies act regulation, 2011 5 february 2014. 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. South african company law for the 21st century guidelines for. Web pdf epublications introduction about juta law juta law aims to be the premier provider of legal and regulatory information and learning solutions in southern africa, meeting needs of law practitioners, students and business professionals.
Study unit 1 introduction to south african law medium. A relationship involving the authority or capacity in one person the agent to create of affect legal relations between another person the principal and third parties. South african insolvency law regulates three main types of insolvency proceedings, namely the sequestration of personal estates, the windingup of companies and the windingup of close corporations. The current framework of south african company law is built on foundations, which were. The previous companies act, no 61 of 1973 the 1973 act followed the english law to a very large extent and did not attempt to. A guarantee by a third party, often the holding company of the borrower or a bank, is used if the banks are comfortable with the creditw. The majority of its shareholders are resident in south africa. In theory a company can be prosecuted for any common law offences e. This law comes from romandutch law and english law, brought to south africa by the dutch and english settlers. It is intended to be used in connection with preparing for the first session of the symposium. Chapter 2 of the constitution contains the bill of rights. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008. After the intricate process of implementing the corporate law reform in south africa, the outdated companies act no. An overview chapter 1 p5 the constitution of the republic of south africa, 1996 is the supreme law of the republic, and any law or conduct inconsistent with it is invalid.
The companies act governs, amongst other things, the powers and legal obligations of directors, annual disclosure requirements and the core company rules that must appear. 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. A company is a corporation an artificial person created by law. Pdf the reform of corporate law in south africa maleka femida. The reader is advised to consult a professional adviser for further assistance and. Romandutch influence most visible in its substantive private law. Constitution means the constitution of the republic of south africa, 1996. Juristic person or partnership may be appointed company secretary 88. May 17, 2016 study unit 1 introduction to south african law.