Call for comments: Companies Amendment Bill 2023 and Companies Second Amendment Bill 2023

The Portfolio Committee on Trade, Industry, and Competition has released the Companies Amendment Bill 2023 and the Companies Second Amendment Bill 2023 for public comment. The Companies Amendment Bill aims to:

  1. Clarify when a Notice of Amendment of a Memorandum of Incorporation takes effect.
  2. Specify cases where access to companies’ records may be limited.
  3. Regulate the preparation, presentation, and voting on companies’ remuneration policies and directors’ remuneration reports.
  4. Mandate the filing of a copy of the annual financial statement.
  5. Empower the court to validate irregular creation, allotment, or issuance of shares.
  6. Clarify the treatment of partially paid shares.
  7. Exclude subsidiary companies from financial assistance requirements.
  8. Define situations requiring a special resolution for share acquisition by the company.
  9. Expand the definition of an employee share scheme to include share purchases.
  10. Specify conditions under which a private company becomes a regulated company.
  11. Address the composition of the social and ethics committee.
  12. Provide for the publication of exemption applications from appointing a social and ethics committee.
  13. Mandate the presentation of the social and ethics committee report at the annual general meeting or shareholders’ meeting.
  14. Differentiate the roles of the chairperson of the Companies Tribunal and the Chief Operating Officer.

The Companies Second Amendment Bill seeks to amend the Companies Act of 2008 to address various recommendations from the Zondo Commission, including amending the time limit for applying to declare a person delinquent under section 162(2) and (3) of the Companies Act.

You can submit your comments via email to:

  • Mr. A. Hermans at ahermans@parliament.gov.za
  • Mr. Y. Manakaza at ymanakaza@parliament.gov.za
  • Mr. M. Sheldon at msheldon@parliament.gov.za

The deadline for submissions is 12:00 pm on Monday, 2nd October 2023.

For inquiries, please contact Mr. A. Hermans at 083 709 8482.

The documents can be viewed here:

Amendment Bill – https://static.pmg.org.za/B27-2023_Companies_Amendment_Bill_1.pdf

Second Amendment Bill – https://static.pmg.org.za/B26-2023_Companies_Second_Amendment_Bill.pdf

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