Companies Amendment Bill

Bill

Bill Title

Companies Amendment Bill

Long Title

To amend the Companies Act, 2008, so as to insert certain definitions and amend the definition of "securities"; to clarify when a Notice of Amendment of a Memorandum of Incorporation takes effect; to provide for the Commission to publish, as prescribed, the notice of the location of a company's records; to differentiate where the right to gain access to companies' records may be limited; to provide for the preparation, presentation and voting on companies' remuneration policy and directors' remuneration report; to provide for the filing of a copy of the annual financial statement; to empower the court to validate the irregular creation, allotment or issue of shares; to clarify that shares which are not fully paid are to be transferred to a stakeholder and dealt with in terms of a stakeholder agreement; to exclude the subsidiary company from the requirements relating to financial assistance; to provide for instances where a special resolution is required for the acquisition by a company of its own shares; to provide for a social and ethics committee report and remuneration report to also be presented at an annual general meeting of a public company; to provide for the circumstances under which a private company will be a regulated company; to provide for the publication of the application for exemption from the requirement to appoint a social and ethics committee; to deal with the composition of the social and ethics committee; to provide for the preparation by the social and ethics committee of a social and ethics committee report, as prescribed, to be presented at the annual general meeting or shareholders meeting, as the case may be; to provide, in respect of a private company, personal liability company or non-profit company, for the appointment of an auditor at a shareholders' meeting if such appointment is a requirement in terms of the Act; to extend the definition of an employee share scheme to include situations where there are purchases of shares of a company; to provide for the determination by the Minister, in consultation with the Panel, of financial thresholds, for purposes of identifying the private companies to which Parts B and C of Chapter 5 of the Act apply; to provide for post-commencement finance for unpaid amounts that are due to the landlord during business rescue proceedings; to provide for the Commission to substitute a contested name of a company under certain circumstances; to provide for mediation, conciliation and arbitration by the Companies Tribunal only in respect of relief or complaints in terms of the Act; to further provide for the operation and governance of the Companies Tribunal; to provide for pronouncements that may be issued by the Financial Reporting Standards Council; and to provide for matters connected therewith.

First Version Published

2023-08-28

Bill Number

B27B-2023

Last Updated Date

2026-05-22

Subject(s)

Trade and Industry > Companies, close corporations and co-operatives

Originator

Minister of Trade and Industry