across the bar

New Companies Act

by Nicci - Posted 25 March 2010

The new Companies Act, which comes into effect mid-2010, will have a significant impact on company law in South Africa.    Over the next few weeks, we will be highlighting areas of the Act which we believe could affect you and ways in which you can anticipate and prepare for these changes.

Topics we will be covering include:

a)      The importance of the Memorandum of Incorporation and the flexibility it gives shareholders and directors in structuring the way in which the company operates.

b)      Directors’ rights and duties.

c)       Shareholding:   different classes of shares, what rights do shareholders have?, what protection does a minority shareholder have against decisions made by the majority?, what happens to your shares on death/insolvency?,  to whom may you sell your shares?   What happens to the value of your shares if the company issues new shares?

d)      How does the Act affect Close Corporations?   Is it necessary to convert your CC into a Company?

e)      Administrative obligations and accountability.

f)       Business rescue.

Follow this link to the Act as well as the draft regulations published in January 2010.

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Annual Returns for CIPRO

by Nicci - Posted 15 January 2010

All Companies and Close Corporations have to complete and lodge annual returns to CIPRO on the anniversary month of its Incorporation.    If you don't lodge in time, a penalty charge of R150.00 is payable and failing to comply within 6 months may lead to the Registrar concluding that the entity is no longer in business and refer it to be deregistered.  

Registrar's fees payable (based on turnover):

Private Companies:            less than R10m                                     R  450.00

                                                above R10 less than R50m                   2500.00

                                                above R50m                                              4000.00

Close Corporations:           less than R50m                                          100.00

                                                above R50m                                              4000.00

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