Companies Act Amendments

Statucor / Companies Act Amendments

Various amendments to the Companies Act were introduced after the Companies Amendment Act 2024, No. 16 and the Companies Act Second Amendment 2024, No. 17 were ascended into law on 25 July 2024. The changes will become operational once the effective date is published in the gazette. Below is a high-level summary of all changes made with our pertinent observations available in each section when selected.

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S1 Definitions

“Securities”/ Shares amended, “B-BBEE Act” and “B-BBEE Commission” defined.

S16 MOI Registrations

Changes to Memorandums may take effect in 10 business days after CIPC “receipt”.

S25 (2) Location of Company Records

CIPC is required to publish the address if filed by a company.

S26 (1) / (2) Access to Company Records

The Public’s right to inspect your Annual Financial Statements…

S30 Remuneration Disclosure

Salary / Remuneration Disclosure for Directors and Executives.

S30A Remuneration Policy

Shareholder Approval Required for Remuneration Policy.

S30B Remuneration Report

Shareholder Approval of Report containing Employee Top and Bottom Salaries.

S33 Annual Returns / AFS Filings

Filing of the latest signed AFS to CIPC, only audited financials?

S38A Validation of irregular creation and allotment of shares

Applications to the Court to validate irregular creation, allotment or issue of shares are required.

S40 Future payment for shares

Shares issued and not yet paid for to be held by a stakeholder in trust.

S45 Financial Assistance to Subsidiaries

S45 Financial Assistance / Loans no longer applies to subsidiaries, except foreign subsidiaries…

S48 Share Buybacks

Independent Expert Report Required before repurchasing shares, unless…

S61 Annual General Meeting

New AGM Reports and appointment of the Social and Ethics Committee at each AGM.

S72 Social and Ethics Committee

SEC to be elected annually, experience of SEC members, new reporting requirements.

S90 Auditor Reappointment

Auditors are to be reappointed each year by Shareholders.

S95 Employee Share Scheme

Purchases of shares included in Employee Share Schemes.

S118 Regulated Companies

Companies to be Regulated based on turnover and assets… Take Over Regulations to apply

S135 Business Rescue

Property utility expenses incurred by landlords, post-commencement financing.

S160 Companies Tribunal Administrative Orders

Applicants may approach CIPC to force a company’s name to be changed.

S166 Alternative Dispute Resolution

Alternative Dispute Resolution processes now lie solely with the Companies Tribunal.

S167 Companies Tribunal

Companies Tribunal to preside over B-BBEE matters…

S204 Financial Reporting Standards Council

Changes to financial reporting standards to be published in the Gazette…