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South African Companies Bill Signed Into Law,
by Robert Lee, Tax-News.com, London
Friday, April 17, 2009
Kgalema Motlanthe, President of South Africa, has signed the Companies Bill
into law, which promises to reduce the regulatory burden on companies, particularly
small- and medium-sized enterprises (SMEs).
The Bill, which now officially becomes the Companies Act, No. 71 of 2008, was
published in the Government Gazette as of April 9, 2009. Commenting on the new
legislation, Zodwa Ntuli, Deputy Director-General of the Consumer and Corporate
Regulation Division (CCRD) of the Department of Trade and Industry said: “The
new Act brings about a lasting mechanism to facilitate the rescuing of businesses
that are in financial distress. It is aimed at ensuring that companies are saved
before they reach a stage of insolvency and ultimate liquidation."
Ntuli added: "Both companies and workers will be empowered to initiate
business rescue plans, where there are apparent signs of distress. This will
ensure the efficient running of companies, while strengthening means of sustaining
jobs in the economy. We want to promote efficiency and economic growth, retain
efficient resources and save jobs."
The government claims that the 2008 Companies Act lends a helping hand to SMEs
by reducing the regulatory burden placed on them. While all companies will be
required to prepare annual financial statements under the legislation, this
is largely intended to encourage sound financial management. However, some enterprises
will be exempted from having their financial statements audited or reviewed,
depending on their size, workforce and nature of their activities.
The legislation also simplifies the framework on compliance issues, in respect
of the structure, registration and maintenance of companies, so as to reduce
the need for intermediaries, and save businesses time and money in the process.
In addition, the 2008 Act promotes shareholder activism, especially in relation
to minority shareholders and foreign investors. In this regard, the required
support for the calling of a shareholders meeting has now been reduced to 10%.
The new Act also makes provision for an audit committee to be appointed by shareholders
of a company, which entrenches the role of shareholders and the level of independence
that should be maintained between audit committees and boards of companies.
Further, more comprehensive corporate governance principles, to promote the
effective functioning of companies, will be compulsory under the new Act.
“This Act will go a long way in promoting sound corporate governance,
transparency, and access to information, amongst other regulatory oversight
improvements," argued Ntuli.
"The country will also see a more effective and robust investigative approach
to company complaints and the resolution thereof," he concluded.
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