In December 2024, President Cyril Ramaphosa made a proclamation in the Gazette, bringing into effect many of the amendments introduced to the Companies Act last year. These are summarized below for your convenience, with full details on all changes available on our website (click here).
| S1 Definitions The definition of “Securities” was amended. |
| S16 MOI Registrations Changes to Memorandums may take effect 10 business days after CIPC’s receipt of filing. |
| 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 apply to local subsidiaries; however, foreign subsidiaries are excluded. |
| S48 Share Buybacks Special resolution is required before repurchasing shares, unless shares are repurchased on a pro-rata basis or on a recognized stock exchange. A Scheme of Arrangement (S114) still applies in certain instances. |
| S61 Annual General Meeting AGM SEC and Remuneration Reports presentations, plus the reappointment of the Social and Ethics Committee at each public company’s AGM. |
| S72 Social and Ethics Committee The SEC is to be elected annually, and the experience of SEC members is to be prescribed. The amended SEC reporting requirements are not yet operational. |
| S77 & S162 Liability of directors and prescribed officers The period in which proceedings against directors or prescribed officers may commence has been extended. |
| S90 Auditor Reappointment Auditors are to be reappointed each year by shareholders. |
| S95 Employee Share Scheme Purchases of shares are included in employee share schemes. |
| S135 Business Rescue Property utility expenses incurred by landlords qualify as post-commencement financing. |
| S160 Companies Tribunal Administrative Orders Applicants may approach CIPC to force a company’s name to be changed. |
| S167 Companies Tribunal The Companies Tribunal is to preside over matters, and references to the use of an accredited entity instead of the Tribunal have been removed. |
| S194 Companies Tribunal Various duties of the Companies Tribunal Chairperson and COO have been codified. |
| S204 Financial Reporting Standards Council Changes to financial reporting standards are to be published in the Gazette. |
The South Africa Companies Act Amendments No. 15 and 16 of 2024 were assented into law on 25 July 2024. The above amendments became operational in December 2024 when President Cyril Ramaphosa made a proclamation in the Gazette regarding the effective date. The remaining amendments will come into effect once further proclamation is made in the Gazette.
These amendments cover a wide range of sections in the Companies Act and introduce different statutory duties for companies, which may affect your organization’s future statutory and financial transactions, reporting, and disclosures. See our insights and more information on our website should you wish to learn more about how these amendments may affect your organization.
By Herman Moolman
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