COMPANIES ACT 2008 PDF
COMPANIES ACT 71 OF (English text signed by the President). [Assented To: 8 April ]. [Commencement Date: to be proclaimed] as amended by. This information booklet serves as an explanatory guide to, and general reference tool about the stipulations of the. Companies Act, No. 71 of It may not be. THE COMPANIES ACT AT A GLANCE. Overview. You have decided to start a business and you want to incorporate a company. There are some essential.
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The Companies Act, (Act No. 71 of ) replaces the Companies. Act, (Act No. 61 of ) and came into effect on 1 May The Minister of. December Call for comments to the draft Summary Financial Statements, comments due to Regulator by 16 January (Kb PDF). PDF icon pdf, KB Amended by Companies Act 71 of from 1 May Amends Close Corporations Act 69 of · - Amends.
The Takeover Code also has a similar provision in terms of which, the panel would waive any resulting obligation to extend a mandatory offer if there is a vote of independent shareholders and a procedure as set out in the Code is followed, including prior consultation with the panel, by the parties involved. The question then follows if similar provisions apply under our Act, in terms of which the Takeover Regulation Panel TRP can be approached to allow a waiver after a whitewash resolution has been passed in similar circumstances involving download-backs.
Waiver of mandatory offers under the Act The position under the Act is found in the Companies Regulations, , forming part of the Act.
The whitewash resolution under the Act, however, is strictly limited to only those three circumstances highlighted above, whereas under the Takeover Code and the SFCH, share download-backs are specifically referred to and regulated under their respective rules, which means that it cannot, therefore, be relied on to apply for a waiver in these circumstances. Does this mean then that a waiver from extending a mandatory offer following a share download-back cannot at all be obtained under SA law?
Section 6 of the Act could provide some relief in that it provides the TRP with powers to wholly or partially, exempt parties to an affected transaction as defined under s 1 from the application of any provision on takeovers and mergers if it can be shown that it will not be prejudicial to the shareholders, it is less costly or that it is both reasonable and justifiable to do so.
This is clearly impossible to achieve for public companies or even for some private companies with large shareholders. Power of authorised person to require documents, information and explanations. Restrictions on disclosure of information obtained under compulsory powers. Permitted disclosure of information obtained under compulsory powers. Power to amend categories of permitted disclosure. Chapter 12 Supplementary provisions.
Liability for false or misleading statements in reports and statements. Accounting and reporting standards. Accounting standards. Companies qualifying as medium-sized. Companies qualifying as medium-sized: Companies excluded from being treated as medium-sized.
General power to make further provision about accounts and reports. Other supplementary provisions. Preparation and filing of accounts in euros.
Power to apply provisions to banking partnerships. Notes to the accounts. Parliamentary procedure for certain regulations under this Part. Chapter 1 Requirement for audited accounts. Requirement for audited accounts. Right of members to require audit. Exemption from audit: Small companies: Companies excluded from small companies exemption.
Availability of small companies exemption in case of group company.
Subsidiary companies: Companies excluded from the subsidiary companies audit exemption. Subsidiary companies audit exemption: Dormant companies: Companies excluded from dormant companies exemption. Companies subject to public sector audit.
Non-profit-making companies subject to public sector audit. Scottish public sector companies: General power of amendment by regulations. Chapter 2 Appointment of auditors. Appointment of auditors of private company: Restriction on appointment of auditor of private company which is a public interest entity.
Defective appointments: Term of office of auditors of private company. Maximum engagement period: Prevention by members of deemed re-appointment of auditor.
Appointment of auditors of public company: Restriction on appointment of auditor of public company which is a public interest entity. Term of office of auditors of public company.
General provisions. Fixing of auditor's remuneration. Disclosure of terms of audit appointment. Disclosure of services provided by auditor or associates and related remuneration. The maximum engagement period. Chapter 3 Functions of auditor. Auditor's report. Auditor's report on company's annual accounts. Auditor's report on strategic report and on directors' report. Auditor's report on auditable part of directors' remuneration report. Auditor's report on separate corporate governance statement.
Duties and rights of auditors. Duties of auditor. Auditor's duties in relation to separate corporate governance statement. Auditor's general right to information. Auditor's right to information from overseas subsidiaries. Auditor's rights to information: Auditor's rights in relation to resolutions and meetings. Signature of auditor's report. Senior statutory auditor. Names to be stated in published copies of auditor's report. Circumstances in which names may be omitted.
Offences in connection with auditor's report. Guidance for regulatory and prosecuting authorities: England, Wales and Northern Ireland. Guidance for regulatory authorities: Chapter 4 Removal, resignation, etc of auditors. Removal of auditor. Resolution removing auditor from office. Special notice required for resolution removing auditor from office. Public interest companies: Notice to registrar of resolution removing auditor from office. Rights of auditor who has been removed from office.
Failure to re-appoint auditor. Failure to re-appoint auditor: Resignation of auditor. Notice to registrar of resignation of auditor. Rights of resigning auditor. Statement by auditor on ceasing to hold office. Statement by auditor to be sent to company.
Company's duties in relation to statement. Copy of statement to be sent to registrar. Duty of auditor to send statement to appropriate audit authority. Duty of company to notify appropriate audit authority. Provision of information to accounting authorities. Effect of casual vacancies. Chapter 5 Quoted companies: Members' power to require website publication of audit concerns. Website publication: Chapter 6 Auditors' liability. Voidness of provisions protecting auditors from liability.
Indemnity for costs of defending proceedings. Indemnity for costs of successfully defending proceedings.
Liability limitation agreements. Terms of liability limitation agreement. Authorisation of agreement by members of the company. Effect of liability limitation agreement. Disclosure of agreement by company. Chapter 1 Shares and share capital of a company. Nature of shares. Nominal value of shares. Numbering of shares. Transferability of shares. Companies having a share capital. Issued and allotted share capital. Share capital. Called-up share capital.
Equity share capital. Chapter 2 Allotment of shares: Power of directors to allot shares. Exercise by directors of power to allot shares etc. Power of directors to allot shares etc: Prohibition of commissions, discounts and allowances. General prohibition of commissions, discounts and allowances.
Registration of allotment. Return of allotment. Return of allotment by limited company. Return of allotment by unlimited company allotting new class of shares. Offence of failure to make return. When shares are allotted. Provisions about allotment not applicable to shares taken on formation. Chapter 3 Allotment of equity securities: Existing shareholders' right of pre-emption. Communication of pre-emption offers to shareholders.
Liability of company and officers in case of contravention. Exceptions to right of pre-emption. Exception to pre-emption right: Exceptions to pre-emption right: Exclusion of right of pre-emption. Exclusion of requirements by private companies.
Exclusion of pre-emption right: Disapplication of pre-emption rights. Disapplication of pre-emption rights: Disapplication of pre-emption rights by special resolution.
Liability for false statement in directors' statement. References to holder of shares in relation to offer. Saving for other restrictions on offer or allotment. Saving for certain older pre-emption requirements. Provisions about pre-emption not applicable to shares taken on formation.
Chapter 4 Public companies: Chapter 5 Payment for shares. General rules. Shares not to be allotted at a discount. Provision for different amounts to be paid on shares. General rule as to means of payment. Meaning of payment in cash. Additional rules for public companies. Liability of subsequent holders of shares.
Power of court to grant relief. Penalty for contravention of this Chapter. Enforceability of undertakings to do work etc. The appropriate rate of interest. Chapter 6 Public companies: Non-cash consideration for shares. Public company: Exception to valuation requirement: Non-cash consideration for shares: Copy of report to be delivered to registrar.
Transfer of non-cash asset in initial period. Agreement for transfer of non-cash asset: Copy of resolution to be delivered to registrar. Adaptation of provisions in relation to company re-registering as public. The share premium account. Application of share premiums. Relief from requirements as to share premiums. Group reconstruction relief. Merger relief. Merger relief: Power to make further provision by regulations.
Relief may be reflected in company's balance sheet. Interpretation of this Chapter. Chapter 8 Alteration of share capital. How share capital may be altered.
Alteration of share capital of limited company. Subdivision or consolidation of shares. Sub-division or consolidation of shares. Notice to registrar of sub-division or consolidation. Reconversion of stock into shares. Notice to registrar of reconversion of stock into shares. Redenomination of share capital. Calculation of new nominal values. Effect of redenomination. Notice to registrar of redenomination. Reduction of capital in connection with redenomination. Notice to registrar of reduction of capital in connection with redenomination.
Redenomination reserve. Chapter 9 Classes of share and class rights. Classes of shares. Variation of class rights. Variation of class rights: Right to object to variation: Copy of court order to be forwarded to the registrar.
Matters to be notified to the registrar. Notice of name or other designation of class of shares. Notice of particulars of variation of rights attached to shares. Notice of new class of members. Notice of name or other designation of class of members.
Notice of particulars of variation of class rights. Chapter 10 Reduction of share capital. Circumstances in which a company may reduce its share capital. Private companies: Reduction of capital supported by solvency statement.
Solvency statement. Registration of resolution and supporting documents. Reduction of capital confirmed by the court. Application to court for order of confirmation. Creditors entitled to object to reduction. Offences in connection with list of creditors. Court order confirming reduction. Registration of order and statement of capital.
Public company reducing capital below authorised minimum. Expedited procedure for re-registration as a private company. Effect of reduction of capital. Liability of members following reduction of capital. Liability to creditor in case of omission from list of creditors. Chapter 11 Miscellaneous and supplementary provisions. Treatment of reserve arising from reduction of capital. Shares no bar to damages against company.
General power to make further provision by regulations. Part 18 Acquisition by limited company of its own shares.
Chapter 1 General provisions. General rule against limited company acquiring its own shares. Exceptions to general rule.
Henochsberg on the Companies Act 71 of
Shares held by company's nominee. Treatment of shares held by nominee. Liability of others where nominee fails to make payment in respect of shares.
Shares held by or for public company. Duty to cancel shares in public company held by or for the company. Notice of cancellation of shares.
Re-registration as private company in consequence of cancellation. Effect of failure to re-register. Offence in case of failure to cancel shares or re-register. Application of provisions to company re-registering as public company. Transfer to reserve on acquisition of shares by public company or nominee.
Charges of public company on own shares. Interests to be disregarded in determining whether company has beneficial interest. Residual interest under pension scheme or employees' share scheme. Employer's charges and other rights of recovery. Rights as personal representative or trustee. Application of provisions to directors. Chapter 2 Financial assistance for download of own shares. Circumstances in which financial assistance prohibited.
Assistance for acquisition of shares in public company. Assistance by public company for acquisition of shares in its private holding company. Prohibited financial assistance an offence. Exceptions from prohibition. Unconditional exceptions. Conditional exceptions.
Definitions for this Chapter. Power of limited company to issue redeemable shares. Terms and manner of redemption. Payment for redeemable shares. Financing of redemption. Redeemed shares treated as cancelled. Notice to registrar of redemption. Chapter 4 download of own shares.
Power of limited company to download own shares. Payment for download of own shares. Financing of download of own shares. Authority for download of own shares. Authority for off-market download for the purposes of or pursuant to an employees' share scheme. Authority for off-market download. Resolution authorising off-market download: Variation of contract for off-market download.
Resolution authorising variation: Release of company's rights under contract for off-market download. Authority for market download. Copy of contract or memorandum to be available for inspection.
Enforcement of right to inspect copy or memorandum. No assignment of company's right to download own shares. Payments apart from download price to be made out of distributable profits. Treatment of shares downloadd.
Return to registrar of download of own shares. Notice to registrar of cancellation of shares. Chapter 5 Redemption or download by private company out of capital. Power of private limited company to redeem or download own shares out of capital.
The permissible capital payment. Available profits. Determination of available profits. Requirements for payment out of capital. Directors' statement and auditor's report.
Directors' statement: Payment to be approved by special resolution. Resolution authorising payment: Public notice of proposed payment.
Directors' statement and auditor's report to be available for inspection. Requirements for payment out of capital: Reduced requirements for payment out of capital for download of own shares for the purposes of or pursuant to an employees' share scheme.
Registration of resolution and supporting documents for download of own shares for the purposes of or pursuant to an employees' share scheme. Objection to payment by members or creditors.
Time when payment out of capital to be made or shares to be surrendered. Treasury shares. Treasury shares: The capital redemption reserve. Accounting consequences of payment out of capital. Effect of company's failure to redeem or download.
Perpetual debentures. Enforcement of contract to subscribe for debentures.
Restrictions on Names
Registration of allotment of debentures. Debentures to bearer Scotland. Register of debenture holders. Register of debenture holders: Right of debenture holder to copy of deed. Liability of trustees of debentures. Liability of trustees of debentures: Power to re-issue redeemed debentures. Deposit of debentures to secure advances.
Priorities where debentures secured by floating charge. Chapter 1 Prohibition of public offers by private companies. Prohibition of public offers by private company. Enforcement of prohibition: Validity of allotment etc not affected. Chapter 2 Minimum share capital requirement for public companies.
Procedure for obtaining certificate. The authorised minimum. Power to alter authorised minimum. Authorised minimum: Consequences of doing business etc without a trading certificate. Part 21 Certification and transfer of securities.
Chapter 1 Certification and transfer of securities: Share certificates. Share certificate to be evidence of title. Issue of certificates etc on allotment. Duty of company as to issue of certificates etc on allotment.
Transfer of securities. Registration of transfer. Procedure on transfer being lodged. Transfer of shares on application of transferor. Execution of share transfer by personal representative. Vietnam The agreement with Vietnam was signed on [date] and came into force on [date].
Barbados The agreement with Barbados was signed on [date] and came into force on [date]. China The agreement with China was signed on [date] and came into force on [date].
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Ghana The agreement with Ghana was signed on [date] and came into force on [date]. Kenya The agreement with Kenya was signed on [date] and came into force on [date]. Mauritius The agreement with Mauritius was signed on [date] and came into force on [date]. Qatar The agreement with Qatar was signed on [date] and came into force on [date].Auditor's rights in relation to resolutions and meetings. Qatar The agreement with Qatar was signed on [date] and came into force on [date].
Discharge of functions where office vacant or secretary unable to act. Chapter 9 Classes of share and class rights. Trusts not to be entered on register. Exempt company: Records of resolutions and meetings etc. Members' power to require directors to call general meeting. Voting by proxy.
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