Company Law South Africa

DIGEST Company Law

Author: Ralph M Ertner (Into SA)

Series: Doing Business in South Africa
Pocket Guide II

… to be published in January 2019

Soft Cover, 125 pages

Table of Content

PREFACE
LEGAL SHORT TERMS
TABLE OF CONTENT
1. INTRODUCTION
2. STRUCTURE OF THE ACT
3. REGULATORY AGENCIES
4. CATEGORISATION OF COMPANIES
4.1 NON-PROFIT COMPANY
4.2 PROFIT COMPANY
5. COMPANY FORMATION AND REGISTRATION
5.1 REGISTRATION, NAME RESERVATION, REGISTERED ADDRESS, RECORDS
5.2 LEGAL STATUS OF COMPANIES
5.3 MEMORANDUM OF INCORPORATION (MOI)
5.4 RING FENCING (RF)
5.5 AMENDMENTS TO MOI
5.6 ANNUAL RETURNS
5.7 SHAREHOLDERS’ AGREEMENTS
6. COMPANY FINANCE AND CAPITAL
6.1 SHARES
6.2 SECTION 36 – AUTHORISATION OF SHARES
6.3 SECTION 38 – ISSUE OF SHARES
6.4 SECTION 39 – PRE-EMPTIVE RIGHT TO BE OFFERED SHARES
6.5 SECTION 40 – CONSIDERATION FOR SHARES 14
6.6 SECTION 41 – SHAREHOLDER APPROVAL REQUIRED FOR ISSUING SHARES
6.7 SECTION 44 – FINANCIAL ASSISTANCE FOR SUBSCRIPTION OF SECURITIES
6.8 SECTION 45 – LOANS OR OTHER FINANCIAL ASSISTANCE TO DIRECTORS
6.9 SECTION 46 – DISTRIBUTIONS TO BE AUTHORISED BY THE BOARD
7. DIRECTORS
7.1 CHANGES TO THE ACT
7.2 NONELIGIBLE OR DISQUALIFIED DIRECTORS
7.3 DELINQUENT DIRECTORS AND DIRECTORS’ PROBATION (SECTION 162)
7.4 BOARD OF DIRECTORS (SECTIONS 66 AND 70)
7.5 BOARD COMMITTEES (SECTION 72)
7.6 BOARD MEETINGS (SECTION 73)
7.7 REMOVAL OF DIRECTORS (SECTION 71)
7.8 PERSONAL FINANCIAL INTERESTS OF DIRECTORS (SECTION 75)
7.9 CODIFIED REGIME OF DIRECTORS’ DUTIES (SECTION 76)
7.10 GENERAL LIABILITY OF DIRECTORS AND OFFICERS (SECTION 77)
8. SHAREHOLDERS
8.1 THE CLASS ACTION
8.2 THE DERIVATIVE ACTION
8.3 PROXIES
8.4 NOTICES
8.5 COMPULSORY AGM’S
8.6 MEETINGS
8.7 RESOLUTIONS
8.8 QUORUM
9. FINANCIAL RECORDS AND AUDIT
9.1 ACCOUNTING RECORDS (SECTION 28)
9.2 FINANCIAL STATEMENTS (SECTION 29)
9.3 ANNUAL FINANCIAL STATEMENTS (SECTION 30)
10. ENHANCED ACCOUNTABILITY AND TRANSPARENCY
10.1 COMPANY SECRETARY
10.2 APPOINTMENT AND ROTATION OF AUDITOR (SECTION 90)
10.3 AUDIT COMMITTEE (SECTION 94)
11. BUSINESS RESCUE
11.1 COMPANY RESOLUTION (SECTION 129)
11.2 OBJECTIONS TO COMPANY RESOLUTION (SECTION 130)
11.3 COURT PROCEEDINGS (SECTION 131)
11.4 EFFECT ON SHAREHOLDERS AND DIRECTORS (SECTION 137)
11.5 RIGHTS OF EMPLOYEES DURING BUSINESS RESCUE (SECTION 144)
11.6 PARTICIPATION BY CREDITORS (SECTION 145)
11.7 PARTICIPATION BY SHAREHOLDERS (SECTION 145)
11.8 FIRST MEETING OF ALL EMPLOYEES AND CREDITORS (SECTION 147 AND 148)
11.9 THE BUSINESS PLAN (SECTION 150 TO 154)
12. TRANSITIONAL ARRANGEMENTS
12.1 CLOSE CORPORATION
12.2 CONVERSION OF A CC TO A COMPANY