This blog was co-authored by: Kristen de Wet, Candidate Attorney In Siemens Proprietary Limited v PRSA , the court confirmed that the doctrine of estoppel cannot render an agreement enforceable if it is invalid. This is particularly the position where it is in the public interest to ensure an agreement is unenforceable. Estoppel refers to … Continue reading
This blog was co-authored by James Donald, candidate attorney The Ministry of Trade, Industry and Competition published the Companies Amendment Bill 2021 for public comment by 31 October 2021. The Bill proposes to amend the definition of “securities” and to exclude subsidiary companies from the financial assistance requirements in section 45 of the Companies Act … Continue reading
This blog was co-authored by Stacy Smit, candidate attorney The Companies Amendment Bill, 2021 published on 1 October 2021 for public comment proposes amendments to section 16 of the Companies Act of 2008 and provides clarity as to when a change to a company’s Memorandum of Incorporation (MOI) will take effect. Section 16 of the … Continue reading
This blog was co-authored by: Preshanta Poonan, candidate attorney The Companies Amendment Bill, 2021 published on 1 October 2021 for public comment proposes amendments to section 26 of the Companies Act of 2008 which outlines the requirements for a company to make documents accessible for inspection to third parties aligned with the provisions of the … Continue reading
This blog was co-authored by: Hishaam Khan, candidate attorney As we continue to unpack the proposed amendments of the Companies Amendment Bill, 2021 in this series we consider directors’ remuneration and beneficial ownership. Director’s remuneration Remuneration of directors continues to be in focus. The Bill proposes to introduce various disclosure and reporting requirements in respect … Continue reading
This blog was co-authored by: Uzair Bulbulia, candidate attorney On 1 October 2021, the Ministry of Trade, Industry and Competition published the Companies Amendment Bill, 2021 for public comment. The Bill proposes amendments to the requirements for a company to establish a Social and Ethics Committee (SEC) in terms of section 72 of the Companies … Continue reading
This blog was co-authored by Uzair Bulbulia, candidate attorney On 1 October 2021, the Ministry of Trade, Industry and Competition published the Companies Amendment Bill, 2021 (2021 Bill) for public comment. The 2021 Bill seeks to amend the Companies Act, 2008 and is a revision of the bill that was published for public comment in … Continue reading
By Thabang Dikgale and Stephen Kennedy-Good on Posted in General
The number of liquidations and sequestrations will, unfortunately, increase due to the COVID-19 pandemic. Preference shareholders with unsecured loans and third party unsecured creditors must be aware of the ranking of unsecured creditors’ claims in the liquidation process. This note specifically focuses on the unsecured loan given by a preference shareholder and not the ranking … Continue reading
By Raphael Chitambira and Stephen Kennedy-Good on Posted in General
A director of a company who has a personal financial interest, or knows that a related person has a personal financial interest, in a matter to be considered at a board meeting must disclose that interest and any other material information relating to the matter before it is discussed at the board meeting (section 75 … Continue reading
Voluntary business rescue applications filed with CIPC during 24 March to 30 April 2020 will be processed by CIPC to reflect the dates on which they were filed. These applications do not have to be resubmitted. Similarly, the appointment of business rescue practitioners that were filed with CIPC during 24 March to 30 April 2020 … Continue reading
The CIPC has granted an extension for the filing of annual returns (due to the lockdown), but the process now includes the completion of a compliance checklist, to prove compliance with the Companies Act. Annual returns All companies (including external companies) and close corporations are required to file their annual returns with the Companies and … Continue reading
By Stephen Kennedy-Good and Yishika Moodley on Posted in General
Services recommencement The Companies and Intellectual Property Commission (CIPC) has announced that it will be recommencing services on Wednesday, 6 May 2020. Those services will however be done with reduced staff, and therefore delays are inevitable. Business rescue proceedings In regard to business rescue proceedings, the CIPC has stated that any filings made between 24 March … Continue reading
By Stephen Kennedy-Good and Akhona Boloko on Posted in General
Businesses across the country are facing serious headwinds. South African law requires that directors must exercise their powers in the best interests of the company, and with the degree of care, skill and diligence that may be reasonably expected of a person carrying out those functions. Directors can be held personally liable, and are now … Continue reading
By Stephen Kennedy-Good and Ally Chalwin-Milton on Posted in General
Limiting risk in a pandemic The effects of COVID-19 on the economy has led to many companies facing the possibility of being declared financially distressed. The mounting pressure on directors to appropriately fulfil their duties in response to this crisis will continue into the foreseeable future. Risk advisory: Practical considerations and steps for directors While … Continue reading
By Stephen Kennedy-Good and Ally Chalwin-Milton on Posted in General
Where a director has taken reasonable steps to become informed of a matter and has made, or supported, a decision in relation to that matter (which they rationally believed was in the best interests of the company), then that director cannot be seen to have breached their fiduciary duties if the decision later turns out … Continue reading
By Stephen Kennedy-Good and Ally Chalwin-Milton on Posted in General
Despite the nationwide 21 day lockdown, it is expected that social distancing measures, restrictions on travel and the ban on major public gatherings will continue well beyond these three weeks. In a time of uncertainty, and with the advent of self-isolation, panic buying and remote working, companies throughout the country are having to rethink their … Continue reading
By Stephen Kennedy-Good, Dale Cridlan, Mpho Duiker and Ally Chalwin-Milton on Posted in General
01 I Methods of incorporation A business presence can be established in South Africa, one can either incorporate a South African entity or incorporate a foreign offshore entity, as a so called ‘branch’ or ‘external company’. 02 I Applicable legislation Both forms of business enterprise are regulated by the Companies Act 2008. However, in the … Continue reading
The long awaited South African Companies Amendment Bill (Bill) was published on 21 September 2018 for comment. Substantial changes to the South African Companies Act 2008 (Companies Act), which became law in 2011, have been proposed. Comments may be submitted to the SA Department of Trade and Industry by 20 November 2018, and we encourage business to consider … Continue reading