This is the share buyback provision, which allows companies to acquire shares in themselves. Pdf the companies act 71 of 2008 has introduced into our company law a statutory provision permitting courts to pierce the corporate veil. A guide to business rescue prepared by werksmans attorneys the long anticipated new companies act no. A guide to business rescue prepared by werksmans attorneys. The act replacesd the companies act, 61 of 1973 and came into effect on 1 may 2011. Preexisting companies on 1 may 2011 every preexisting company. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments.
Operating the business under ones own name as a sole proprietorship. The saica guide to the companies act 71 of 2008 has been released. Introduction with the demise of capital maintenance a new regime has come to company law, this is the time of solvency and liquidity. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows. The selfdealing rule precludes a director from acting on behalf of the company in a transaction where heshe has. 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. For guidance, the developers looked to south african company law for the 21st. This dissertation shall analyse the origin and development of share buyback rules in south african law, and critically analyse the manifestation of this rule in act 71 of 2008 as it is embodied is section 48. Relief under section 163 of the companies act 71 of 2008. Piercing the veil under section 209 of the companies act 71. The board of directors of a company may authorise a reacquisition, provided that prior to effecting such reacquisition the solvency and liquidity test has been applied by the board. Act requires that companies falling within specific categories. Guidelines for corporate law reform may 2004, a policy document developed by the department of. Companies act 71 of 2008 and the turquand rule by piet.
Chapter 6 of the south african companies act 71 of 2008. Operating the business under a close corporation, as long as this close corporation was registered and in operation before 1 may 2010. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. Dec 09, 2014 section 345 of the companies act 1973 was retained in subitem 91 to enable a determination to be made in terms of section 793 of the companies act 2008 that a company is or may be insolvent even though the application was made in terms of either section 80 or 81 of the companies act 2008 for its windingup as a socalled. Companies act, 71 of 2008 series dommisse attorneys inc. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Identifying directors and prescribed officers directors the term director has been defined in law. Section 3 of the companies act 71 of 2008 and interruption.
This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law. Companies amendment act 3 of 2011 south african government. Nothing in this document should be construed as professional advice. 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. Trevor manuel the then minister of finance raised concern regarding intragroup company loans without. The act fundamentally rewrites south african company law and accordingly will have far reaching effects. Act or the old act and the 2008 companies act as the new companies act or new act.
The act rewrites south african company law completely and will have far reaching effects. 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. Section 3 of the companies act 71 of 2008 and interruption of execution pursuant to the judgment the creditor issued a writ of execution, but is now faced with the situation where an affected person has brought an application in terms of section 11 of the companies act 71 of 2008 the act to place company x under supervision and to. The regulations refers to the regulations to the companies act, no. A significant change from the previous act of 1973 arises in section 45 relating to financial assistance. Requirements for reinstatement in terms of the companies act, 2008 act 71 of 2008 practice note 7 of 2012. Relief under section 163 of the companies act 71 of 2008 unscrambling the omelette omar v inhouse venue technical management pty ltd journal of contemporary romandutch law, vol. Appointment of directors and functions of the board of directors the companies act, 71 of 2008 as amended the companies act provides that the business and affairs of a company must be managed by or under the direction of its board of directors the board. The companies act 71 of 2008 has introduced into our company law a statutory provision permitting courts to pierce the corporate veil, contained in s 209.
The pfma refers to public finance management act, no. 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. Guidelines for corporate law reform may 2004, a policy document developed by. Application for deregistration of companies and close corporations in terms of the companies act, 2008 act 71 of 2008 guidance note 1 of 2012. Corporate in a calabash introduction running a business in south africa may be done using one of three options. This information should be considered in conjunction with the act itself. A discussion on the duty of care, skill and diligence to. Delport, piet, companies act 71 of 2008 and the turquand rule february 6, 2011. The draft regulations are released for further stakeholder engagement, and in preparing this draft regulations the dti took into account the companies act, 2008 and companies amendment bill as published. The new companies act 71 of 2008 chapter 6 being called business rescue and compromise with creditors was signed by the state president in april 2008 and is expected but nobody is sure to come into effect in november 2010. Section 155 of the companies act 71 of 2008 the act is a seldom used but very important process available to distressed companies. The companies act financial assistance background the companies act 71 of 2008 the act came into effect on 1 may 2011.
Henochsberg on the companies act 71 of 2008 request pdf. Companies act no 71 of 2008 western cape government. Companies act 2008 and the companies amendment bill 2010 published in gazette no 33695 of 27 october 2010. Add tags for henochsberg on the companies act 71 of 2008. Piercing the veil under section 209 of the companies act. The companies act 71 of 2008 the act came into effect on 1 may 2011. The companies act or the act refers to the companies act, no. 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. Accounting records, financial statements, financial reporting. Understanding the new companies act pwc south africa. A significant change from the previous act of 1973 arises in section 45 relating to. Pdf the impact of the companies act 71 of 2008 on the.
Companies act no 71 of 2008 872kb pdf maatskappywet no 71 van 2008 685kb pdf. A procedure for acquisition by a company of its own shares is primarily regulated by the provisions of ss 46 and 48 of the companies act 71 of 2008 the act. The following dissertation focuses particularly section 48 of act 71 of 20081. The companies act financial assistance deloitte us. Promote the development of the south african economy by. If an offer falls outside this meaning, chapter iv and its onerous provisions. Henochsberg on the companies act 71 of 2008 continually. Pdf piercing the veil under section 209 of the companies act 71. Companies act 71 of 2008 english text signed by the president assented to. The simplicity and flexibility reflected in the act will contribute significantly to promote.
For guidance, the developers looked to south african company law for the 21st century. As can be seen from the above title, that the area under examination is corporate law, and more specifically, the duty of care, skill and diligence to be exercised by a director in. The directors duty to avoid conflict of interest has been recognised and developed by common law. The minister of trade and industry has, in terms of section 223 and. The companies act, 2008 the act defines a director as. Legal brief one of the highlights of the new companies march 2011 act no. It is hereby notified that the president has assented to the following act, which is hereby published for general information. Promote compliance with the bill of rights as provided for in the constitution in the application of company law.
Fundamental transactions and their regulation by the. Companies act 2008 summary of transitional arrangement. Amendment of the companies act regulation, 2011 102kb pdf 5 february 2014. Previously regulated by voluntary standards and norms, the. The new act and regulations became effective on 1 may. Legal framework for acquisition by a company of its own. The meaning of offer to the public forms the basis of chapter iv, as it did under the 1973 act.
The companies act implications for directors and prescribed. Amendment of the companies act regulation, 2011 560kb pdf 20 august 20. 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. The enactment of s724 and s5 of the companies act, no. Section 345 of the companies act 1973 was retained in subitem 91 to enable a determination to be made in terms of section 793 of the companies act 2008 that a company is or may be insolvent even though the application was made in terms of either section 80 or 81 of the companies act 2008 for its windingup as a socalled. 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 2008 notes on the guide to companies act no 71 of 2008 2 1.
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