• Adami Geldenhuys

Companies Amendment Bill, 2021 gazetted on 1 October 2021 for comments within 30 days of publication

The Companies Amendment Bill, 2021 was gazetted on Friday, 1 October 2021 in gazette number 45250 under general notice number 586. The gazetted notice contains a copy of the redrafted Bill and information outlining the provisions of the Bill and the reasons for the proposed changes to existing legislation.

The long title of the Bill describes the purpose of the Bill as follows:

"To amend the Companies Act, 2008, so as to change the definition of securities; to provide for the definition of true owner; to provide for the preparation, presentation and voting on companies’ remuneration policy and directors’ remuneration report; to provide for the filing of the annual financial statement, the filing of the copy of the company’s securities register and the copy of the register of disclosure of beneficial ownership with the Commission; to differentiate where the right to gain access to companies’ records may be limited; to clarify when a Notice of Amendment of a Memorandum of Incorporation takes effect; to empower the court to validate the irregular creation, allotment or issue of shares; to clarify how shares which are not fully paid are to be dealt with; to exclude the holding company from the requirements relating to financial assistance; to provide for instances where a special resolution is required for acquisition of shares by the company; 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 circumstances under which a private company will be a regulated company; to provide for circumstances where a company is unable to identify the details of persons who hold a beneficial interest in its securities; to deal with the composition of the social and ethics Committee; the publication of the application for exemption from the requirement to appoint a social and ethics committee; to provide for the presentation and approval of the social and ethics committee report at the annual general meeting or shareholders’ meeting as the case may be; to ensure the differentiation of duties between the chairperson of the Tribunal and the Chief Operation Officer; and to provide for matters connected therewith."

Written comments are invited within thirty (30) calendar days from the date of publication.

A copy of the Bill is available here below:

Companies Amendment Bill 2021_1Oct2021
Download PDF • 14.60MB



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