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Companies Amendment Act of 2011

The Companies Act, as amended in 2011, provides for the incorporation of a non-profit company, a common form of nonprofit organizations in South Africa.

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Government Gazette
REPUBLIC OF SOUTH AFRICA
Vol. 550 Cape Town 26 April 2011 No. 34243
THE PRESIDENCY
No.370 26 April 2011
It is hereby notified that the Preside nt has assented to the following Act,
whic h is hereby
published for ge neral information:-
No. 3
of 2011: Companies Amendment Act, 2011
R. AIDS HELPLINE: 0800-123-22 Prevention is the cure

2 No. 34243 GOVERNMENT
GAZETTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
GENERAL EXPLANATORY NOTE:
Words in bold type in square brackets indicate omissions from
existing enactments.
Words underlined
wlth a solid line indicate insertions in
existing enactments.
(English text signed by the President.)
(Assented to
19 April 2011.)
ACT
To amend the Companies Act, 2008, so as to effect certain legal-technical and
grammatical amendments in order to ensure the proper application and adminis­
tration of the principal Act subsequent to its commencement; to correct certain
errors resulting in inconsistency and ambiguity in the principal Act; to establish a
proper foundation for certain necessary regulations; to continue the mechanisms
established under section 335 of the Companies Act, 1973, which allow for the
transfer of registration of foreign companies to the jurisdiction of the Republic; to
further provide for companies trading under insolvent circumstances; to extend
the grounds for disqualification as a director; to provide for the terms of office of
members of the Companies Tribunal; and to provide for matters connected
therewith.
BE IT ENACTED by the Parliament of the Republic of South Africa, as follows:-
Arrangement of Sections
Sections
Part 1
General Provisions, Interpretation and Amendments affecting
Chapter 1 of principal Act
l. Amendment of section I of Act 71 of 2008
2. Amendment of section 4 of Act 71 of 2008
3. Amendment of section 5 of Act 71 of 2008
4. Amendment of section 6 of Act 71 of 2008
5.
Amendment of section 10 of Act 71 of 2008
Part 2
Amendments affecting Chapter 2 of principal Act
6. Amendment of section II of Act 71 of 2008
7. Amendment of section 12 of Act 71 of 2008
8. Amendment of section 13 of Act 71 of 2008
9. Amendment of section 14 of Act 71 of 2008
10.
Amendment of section 15 of Act 71 of 2008
II. Amendment of section 16 of Act 71 of 2008
5
10
15
20

4 No. 34243 GOVERNMENT GAZEHE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
12. Amendment of section 19 of Act 71 of 2008
13. Amendment of section 20 of Act 71 of 2008
14. Amendment of section 22 of Act 71 of 2008
15. Amendment
of section 23 of Act 71 of 2008
16. Amendment of section 24 of Act 71 of 2008 5
17. Amendment of section 26 of Act 71 of 2008
18. Amendment of section 27 of Act 71 of 2008
19. Amendment of section 29 of Act 71 of 2008
20.
Amendment of section 30 of Act 71 of 2008
21. Amendment of section 31 of Act 71 of 2008 10
22. Amendment of section 32 of Act 71 of 2008
23. Amendment
of section 33 of Act 71 of 2008
24. Amendment of section 34 of Act 71 of 2008
25. Amendment of section 37 of Act 71 of 2008
26. Amendment of section 38 of Act 71 of 2008 15
27. Amendment of section 39 of Act 71 of 2008
28. Amendment of section 40 of Act 71 of 2008
29. Amendment of section 43 of Act 71 of 2008
30.
Amendment of section 44 of Act 71 of 2008
31. Amendment of section 45 of
Act 71 of 2008
20
32. Amendment of section 48 of Act 71 of 2008
33. Amendment of section 49 of Act 71 of 2008
34. Amendment
of section 50 of Act 71 of 2008
35. Amendment of section 53 of Act 71 of 2008
36. Amendment of section 56 of Act 71 of 2008 25
37. Amendment
of section 57 of Act 71 of 2008
38. Amendment of section 58 of Act 71 of 2008
39. Amendment of section 61 of Act 71 of 2008
40.
Amendment of section 62 of Act 71 of 2008
41. Amendment of section 63 of Act 71 of 2008
30
42. Amendment of section 64 of Act 71 of 2008
43. Amendment of section 65 of Act 71 of 2008
44. Amendment of section 66 of Act 71 of 2008
45.
Amendment of section 68 of Act 71 of 2008
46. Amendment of section 69 of Act 71 of 2008 35
47. Amendment of section
72 of Act 71 of 2008
48. Amendment of section 75 of Act 71 of 2008
49. Amendment of section 77 of Act 71 of 2008
50.
Amendment of section 78 of Act 71 of 2008
51. Amendment of section 82 of
Act 71 of 2008
40
52. Amendment of section 83 of Act 71 of 2008
Part 3
Amendments affecting Chapter 3 of principal Act
53. Amendment of section 84 of Act 71 of 2008
54.
Substitution of section 86 of Act 71 of 2008 45
55. Amendment of section 90 of Act 71 of 2008
56. Amendment of section 91 of Act 71 of 2008
57. Amendment of section 94 of Act 71 of 2008
Part 4
Amendments
affecting Chapter 4 of principal Act 50
58. Amendment of section 95 of Act 71 of 2008
59. Amendment of section 97 of Act 71 of 2008
60.
Amendment of section 98 of Act 71 of 2008
61. Amendment of section 99 of Act 71 of 2008
62. Amendment of section 100 of Act 71 of 2008 55
63. Amendment of section I
0 I of Act 71 of 2008
64. Amendment of section 102 of Act 71 of 2008
65. Amendment of section I 04 of Act 71 of 2008
66. Amendment
of section 105 of Act 71 of 2008
67. Amendment of section 108 of Act 71 of 2008
60
68. Amendment of section 109 of Act 71 of 2008

6 No. 34243 GOVERNMENT
GAZETTE. 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
Part 5
Amendments affecting Chapter 5 of principal Act
69. Amendment
of section 112 of Act 71 of 2008
70.
Amendment of section 114 of Act 71 of 2008
71.
Amendment of section 115 of Act 71 of 2008 5
72. Amendment of section 116 of Act 71 of 2008
73. Amendment
of section II 8 of Act 71 of 2008
74. Amendment of section 119 of Act 71 of 2008
75. Amendment
of section 121 of Act 71 of 2008
76. Amendment of section 122 of Act 71 of 2008 10
77. Amendment
of section 123 of Act 71 of 2008
78. Amendment
of section 124 of Act 71 of 2008
79. Amendment of section 125 of Act 71 of 2008
Part 6
Amendments affecting Chapter 6 of principal Act 15
80. Amendment of Title of Part A of Chapter 6 of Act 71 of 2008
81.
Amendment of section 128 of Act 71 of 2008
82. Amendment of section 129 of Act 71 of 2008
83.
Amendment of section 132 of Act 71 of 2008
84. Amendment of section 133 of Act 71 of 2008 20
85. Amendment of section 134 of Act 71 of 2008
86. Amendment of section 135 of
Act 71 of 2008
87. Amendment of section 136 of Act 71 of 2008
88. Substitution
for section 138 of Act 71 of 2008
89. Amendment of section 139 of Act 71 of 2008 25
90. Amendment of section 140 of Act 71 of 2008
91.
Amendment of section 141 of Act 71 of 2008
92. Amendment
of section 142 of Act 71 of 2008
93. Amendment
of section 143 of Act71 of2008
94. Amendment
of section 144 of Act 71 of 2008
30
95. Amendment of section 151 of Act 71 of 2008
96. Amendment of section 152 of Act 71 of 2008
97. Amendment
of section I 53 of Act 71 of 2008
Part 7
Amendments affecting Chapter 7 of principal Act 35
98. Amendment of section 159 of
Act 71 of 2008
99. Amendment of section 160 of Act 71 of 2008
100.
Amendment of section 161 of Act 71 of 2008
101.
Amendment of section 162 of Act 71 of 2008
102.
Amendment of section 163 of Act 71 of 2008
40
103.
Amendment of section 164 of Act 71 of 2008
104. Amendment of section 165 of Act 71 of 2008
105.
Amendment of section 166 of Act 71 of 2008
106. Amendment of section 168 of Act 71 of 2008
107.
Amendment of section 169 of Act 71 of 2008 45
108. Amendment of section 171 of Act 71 of 2008
109.
Amendment of section 172 of Act 71 of 2008
110.
Amendment of section 175 of Act 71 of 2008
Part 8
Amendments affecting Chapter 8 of principal Act 50
Ill. Amendment of section 191 of Act 71 of 2008
112. Amendment of section 194 of Act 71 of 2008
113. Amendment of section 195 of Act 71 of 2008

8 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
114. Amendment of section 200 of Act 71 of 2008
115. Amendment of section 202 of Act 71 of 2008
116. Amendment of section 203 of Act 71 of 2008
117. Amendment of section 206 of Act 71 of 2008
Part 9 5
Amendments affecting Chapter 9 of principal Act
118. Amendment of section 212 of Act 71 of 2008
119. Amendment of section 214 of Act 71 of 2008
120.
Amendment of section 218 of Act 71 of 2008
121. Amendment of section 225 of Act 71 of 2008 10
Part 10
Amendments affecting Schedules of principal Act
122. Amendment of Schedule I of Act 71 of 2008
123. Amendment of Schedule 2 of Act 71 of 2008
124. Amendment of Schedule 3 of Act 71 of 2008 15
125. Amendment of Schedule 4 of Act 71 of 2008
126. Amendment of Schedule 5 of Act 71 of 2008
127. Short title and commencement
PaM 1
General Provisions, Interpretation and Amendments affecting Chapter 1 20
Amendment of section 1 of Act 71 of 2008
1. (I) Section I of the Companies Act. 2008 (hereinafter referred to as the principal
Act),
is hereby amended-
( a) by the insertion before the definition of “advertisement” of the following
definitions: 25
“‘accounting records’ means information in written or electronic form
concerning the financial affairs of a company as required in terms
of this
Act, including but not limited to, purchase and sales records, general and
subsidiary ledgers and other documents and books used
in the
preparation
of financial statements; 30
‘acquiring party’, when used in respect of a transaction or proposed
transaction, means a person who, as a result
of the transaction, would
directly or indirectly acquire or establish direct or indirect control or
increased control over
all or the greater part of a company, or all or the
greater part
of the assets or undertaking of a company;”; 35
(b) by the insertion before the definition of “alterable provision”‘ of the
following definition:
“‘all or the greater part of the assets or undertaking’, when used in
respect of a company, means-
( a) in the case of the company’s assets, more than 50% of its gross 40
assets fairly valued, irrespective of its liabilities; or
(b) in the case of the company’s undertaking, more than 50% of the
value
of its entire undertaking. fairly valued;”;
(c) by the substitution in the definition of “amalgamation or merger” for
paragraph
(b) of the following paragraph: 45
“(b) the survival of at least one of the amalgamating or merging
companies, with or without the formation
of one [ore] or more new
companies, and the vesting in the surviving company or companies,
together with any such new company or companies,
of all of the
assets and liabilities that were held
by any of the amalgamating or 50
merging companies immediately before the implementation of the
agreement;”;
(d) by the substitution for the definition of “audit”‘ of the following definition:
“‘audit’ has the meaning set out in the Auditing Profession Act, but does
not include an
‘independent review’ of annual financial statements, as 55
contemplated
in section 30(2)( b )(ii)( bb );”;

10 No. 34243 GOVERNMENT GAZE’ITE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
(e) by the substitution for the definition of “auditor” of following definition:
“‘auditor’ has the meaning set out in the Auditing [Professions] Profession Act;”;
(f) by the substitution for the definition of “Banks Act” of the following
definition: 5
“‘Banks Act’ means the Banks Act, [1993 (Act No. 124 of 1993)) 1990
(Act No. 94 of 1990):”:
(g) by the substitution in the definition of “company” of the words preceding
paragraph
(a) of the following words:
“‘company’ means a juristic person incorporated in terms of this Act,!!: 10
domesticated company, or a juristic person that, immediately before the
effective date-“;
(h) by the substitution for the definition of “convertible securities” of the
following definition:
“‘convertible [securities]’, when used in relation to any securities of a 15
company, means [any] securities [of a company) that may, by their
terms, be converted into other securities
of the company, including-
( a) any non-voting securities issued by [a) the company and which will
become voting securities-
(i) on the happening of a designated event: or 20
(ii) if the holder of those securities so elects at some time after
acquiring them; and
(b) options to acquire securities to be issued by the company,
irrespective of whether [or not] those securities may be voting
securities, or non-voting securities contemplated in paragraph 25
(a);”;
(i) in the definition of “distribution”-
(i) by the substitution in paragraph (a) for the words preceding subpara-
graph (i) of the following words:
“transfer by a company of money or other property of the company, 30
other than its own shares, to or for the benefit of one or more holders
of any of the shares, or to the holder of a beneficial interest in any
such shares,
of that company or of another company within the
same group
of companies, whether-“;
(ii) by the substitution in paragraph (a)(iii) for the words preceding 35
subparagraph
(aa) of the following words:
“[is] as consideration for the acquisition-“;
(iii) by the substitution for paragraph(<‘) of the following paragraph:
“(c) forgiveness or waiver by a company of a debt or other obligation
owed to the company by one
or more holders of any of the shares of 40
that company or of anothercompany within the same group of
companies,”;
(j) by the insertion before the definition of “effective date” of the following
definition:
“‘domesticated company’ means a foreign company whose registra- 45
tion has been transferred to the Republic in terms of section 13(5) to
!.!!1.”;
(k) by the substitution for the definition of “group of companies” of the
following definition:
“‘group of companies’ means [two or more companies that share] a 50
holding company [or subsidiary relationship] and all of its subsidiar·
ies;”;
{I) by the substitution for the definition of “holding company” of the following
definition:
“‘holding company’, in relation to a subsidiary, means a juristic person 55
[or undertaking] that controls that subsidiary as a result of any
circumstances contemplated in section
2(2)(a) or 3( I )(a):”:
(m) by the substitution for the definition of “inspector” of the following
definition:
” “inspector’ means a person appointed as such in terms of section 60
209l,!2;”;

12 No. 34243 GOVERNMENT GAZETTE. 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(n) by the delction of the definition of “investigator”;
(o) by the substitution for the definition of “inter-related” of the following
definition:
”’inter-related’, when used in respect of three or more persons. means
persons who are related to one another in a linked series of relationships, 5
such that two
of the persons are related in a manner [as] contemplated in
section 2(1 )[(d)], and one of them is related to the third in any such
manner, and so forth in an unbroken series;”;
(p) by the insertion after the definition of “inter-related” of the following
definition:
I 0
.. ‘investigator’ means a person appointed as such in tenns of section
209(3);”;
(q) by t~stitution in the definition of “knowing”, “knowingly” or
“knows” for paragraph (a) of the following paragraph:
“(a) had actual knowledge of [that] the mauer; or”; 15
(r) by the substitution for the definition of “Master” of the following definition:
“‘Master’ means the [person holding the office of that name in terms
of the Supreme Court Act, 1959 (Act No. 59 of 1959)] officer of the
High Court, referred to
in section 2 of the Administration of Estates Act,
1965 (Act No. 66
of 1965), who has jurisdiction over a particular matter 20
arising in terms of this Act;”;
(s) by the substitution for the definition of “member” of the following
definition:
“‘member’, when used in reference to-
( a) a close corporation, has the meaningset out in section l of the Close 25
Corporations Act,
1984 (Act No. 69 of 1984 ); or
(b) a non-profit company, means a person who holds membership in,
and specified rights in respect of, that non-profit company, as
contemplated
in [item 4 of] Schedule 1; or
(c) any other entity, means a person who is a constituent part of that 30
entity;”;
(t) by the sub”itution for the definition of “Memorandum of Incorporation”
of the following definition:
“‘Memorandum’. or ‘Memorandum of Incorporation’, means the
document, as amended from time to time [-(a)] that sets out rights. 35
duties and rcsponsibi1itics
of shareholders, directors and others within
and
in relation to a company, and other matters as contemplated in
section 15 I; and (b)] and by which-
((i)] (a) the company was incorporated under this Act, as contem-
plated
in section 13; [or] 40
[(ii)] 1.£1 a pre-existing company was structured and governed before
the later
of the-
[(aa)] ill [the] effective date; or
[(bb)] @ [the]date it was converted to a company in terms
of Schedule 2; or 45
(c) a domesticated company is structured and governed;”;
(u) by the substitution for the definition of “ordinary resolution” of the
following definition:
”’ordinary resolution’ means a resolution adopted with the support of
more than 50% of the voting rights exercised on the resolution, or a 50
higher percentage as contemplated in section 65(8)-
(u) at a shareholders meeting[, with the support of more than 50% of
the voting rights exercised on the resolution, or a higher
percentage as contemplated in section 65(8)]; or
(b) by holders of [a] the company’s securities acting other than at a 55
meeting, as contemplated
in section 60;”;
(v) by the substitution for the definition of “personal liability company” of the
following definition:
“‘personal liability company’ means a profit company I whose
Memorandum of Incorporation states that the company is a 60
personal liability company, as contemplated] that satisfies the criteria
in section 8(2)(c);”;

14 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No. 3 or 201 I COMPANIES AMENDMENT ACT, 2011
(w) by
the substitution for the definition of “pre-incorporation contract” of the
following definition:
”’pre-incorporation contract’ means [an] a written agreement entered
into before the incorporation of a company by a person who purports to
act in the name of, or on behalf of, the proposed company, with the
5
intention or understanding that the proposed company will be incorpo­
rated, and will thereafter be bound by the agreement;”;
(x) by the substitution for the definition of “prescribed officer” of the following
definition:
‘”prescribed officer’ means [the bolder of an office] a person who, I 0
within a company, performs any function that has been designated by the
Minister in terms
of section 66[(11)] (10);”;
(y) by the substitution in the definition of “private company” for paragraph (a)
of the following paragraph:
“(a) is not a [company or a] public, personal liability, or state-owned IS
company; and”;
( z) in the definition of “registration certificate”-
(i) by the insertion at the end of paragraph (c) of the expression “or”;
and
(ii) by the insertion after paragraph
(c) of the following paragraph: 20
“(d) a domesticated company, means the certificate issued to it
upon the transfer of its registration to the Republic in terms
of section 13(5) to (11);”;
(aa) by the substitution for the definition of “securities” of the following
definition: 25
“‘securities’ [has the meaning set out in section 1 of the Securities
Services Act, 2004 (Act No. 36 of 2004), and includes shares held in a
private company] means any shares, debentures or other instruments,
irrespective
of their form or title, issued or authorised to be issued by a
profit
company;”; 30
(bb) by the insertion after the definition of “securities” of the following
definitions:
“‘securities register’ means the register required to be established by a
profit company in terms
of section 50( I);
‘series of integrated transactions’ has the meaning set out in section 35
41(4)(b);”;
( cc) by the substitution for the definition of “special resolution” of the following
definition:
“‘special resolution’ means [a resolution adopted]-
( a) in the case of a company, a resolution adopted with the support of at 40
least 75% of the voting rights exercised on the resolutlon, or a
different percentage as contemplated
in section 65(10)-
ill at a shareholders meeting[, with the support of at least 75%
of the voting rights exercised on the resolution, or a lower
percentage as contemplated in section 65(10)]; or 45
((b)] @ by holders of [a] the company’s securities acting-other than at
a meeting, as contemplated
in section 60; or
(b) in the case of any other juristic person, a decisiOn by the owner or
owners of that person, or by another authorised person, that requires
the highest level
of support in order to be adopted, in terms of the 50
relevant law under which that juristic person wa”i incorporated;”;
and
(dd) by the substitution in the definition of “state-owned company” for paragraph
(a) of the following paragraph:
“(a) [falls within the meaning of ‘state-owned enterprise’ in terms] is 55
listed as a public entity in Schedule 2 or 3 of the Public Finance
Management Act, 1999 (Act No. I
of 1999); or”.

16 No. 34243 GOVERNMENT GAZETIE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
Amendment of section 4 of Act 71 of 2008
2. Section 4 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for paragraph (a) of the following
paragraph:
(a) the assets of the company [or, if the company is a member of a 5
group of companies, the aggregate assets of the company], as
fairly valued, equal or exceed the liabilities of the company [or,
if
the company is a member of a group of companies, the
aggregate liabilities of the company], as fairly valued; and”; and
(b) by the substitution in subsection (2) for paragraph (c) of the following 10
paragraph:
“(c) unless the Memorandum of Incorporation of the company provides
otherwise, [a person] when applying the test in respect
of a
distribution contemplated in paragraph
(a) of the definition of
‘distribution’
in section I, a person is not to [be regarded] include 15
as a liability any amount that would be required, if the company
were to be liquidated at the time
of the distribution, to satisfy the
preferential rights upon liquidation
of shareholders whose prefer­
ential rights upon liquidation are superior to the preferential rights
upon liquidation of those receiving the
distribution.”, 20
Amendment of section 5 of Act 71 of 2008
3. Section 5 of the principal Act is hereby amended-
( a) by the substitution in subsection (4)(b)(i) for items Iff) and (gg) of the
following items respectively:
(if) Securities Services Act, 2004 (Act No. 36 of 2004); [or] 25
(gg) Banks Act[,];”;
(b) by the addition in subparagraph (i) of paragraph (b) of subsection (4) of the
following items:
“(hh) Local Government: Municipal Finance Management Act, 2003
(Act No. 56 of 2003); or 30
(ii) Section 8 of the National Payment System Act, 1998 (Act No. 78
of 1998).”;
(c) by the substitution in subsection ( 4) for the words following subparagraph
(gg) of the following words:
“prevail in the case of an inconsistency involving any of them, except to 35
the extent provided otherwise
in [section] sections 30(8) or 49(4); or”;
and
(d) by the insertion after subsection (5) of the following subsection:
“(6) If there is a conflict between any provision of this Act and a
proviswn o the
listmg requirements of an exchange- 40
(a) the provisions of both this Act and the listing requirements apply
concurrently, to the extent that it
is possible to apply and comply
with one of the inconsistent provisions without contravening the
second; and
(b) to the extent that it is impossible to apply and comply with one of 45
the inconsistent provisions without contravening the second, the
provisions of this Act prevail, except to the extent that this Act
expressly provides otherwise.”.
Amendment of section 6 of Act 71 of 2008
4, Section 6 of the principal Act is hereby amended- 50
(a) by the substitution in subsection (I) for the words preceding paragraph (a) of
the following words:
“A court, on application by the Commission, [or] Panel [,] or an
exchange
in respect of a company listed on that exchange, may declare
any agreement, transaction, arrangement, resolution or provision of a 55
company’s Memorandum
of Incorporation or rules-“;

18 No. 34243 GOVERNMENT GAZETTE,
20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(b) by the substitution for subsection (7) of the following subsection:
“(7) An unaltered electronically or mechanically generated reproduc-
tion
of any document, other than a share certificate, may be substituted
for the original for any purpose for which the original could be used in
terms
of this Act, if that reproduction satisfies any applicable prescribed 5
requirements as to the form or manner
of reproduction.”;
(c) by the substitution in subsection (14) for paragraph (a) of the following
paragraph:
“(a) make regulations relating to the standards of operation, accessibil-
ity, technical requirements, service quality, and fees for the use
of 10
any system contemplated in subsection [13) (13); and”; and
(d) by the insertion after subsection (14) of the following subsection:
“( 15) To the extent that the specific content, or a particular effect, of
any provision of a company’s Memorandum of Incorporation
(a) is required of the company by or in terms of any applicable public 15
regulation, or by the listing requirements of an exchange; and
(b) has the effect of negating, restricting, limiting, qualifying, extend­
ing or otherwise altering the substance or effect of an unalterable
provision
of the Act,
that provision
of the company’s Memorandum of Incorporation must not 20
be construed as being contrary to section 15(l)(a).”.
Amendment of section 10 of Act 71 of 2008
S. Section 10 of the principal Act is hereby amended by the substitution for subsection
(2)
of the following subsection:
“(2) The following provisions of this Act, and any regulations made in respect of 25
any such provisions, do not apply to a non-profit company:
(a) Part D of Chapter 2- Capitalisation of profit companies.
(b) PartE of Chapter 2- Securities registration and transfer.
(c) Section 66(8) and (9) and section 68 -Remuneration and election of
directors.
30
[(c)) i.<!J. Parts B and D of Chapter 3 -Company secretaries, and audit
committees, except to the extent that
an obligation to appoint a company
secretary, auditor or audit committee arises
in terms of-
(i) a requirement in the company’s Memorandum of Incorporation, as
contemplated
in section 34(2); or 35
(ii) regulations contemplated in section 30(7).
[(d)]{s! Chapter 4- Public offerings of company securities.
[(e)) (t2 Chapter 5 -Takeovers, offers and fundamental transactions, except to
the extent contemplated
in item 2 of Schedule I.
[(/)] W Sections 146(d), and 152(3)(c)- Rights of shareholders to approve a 40
business rescue plan, except to the extent that the non-profit company is
itself a shareholder
of a profit company that is engaged in business rescue
proceedings. —
[(g))@ Section 164- Dissenting shareholders’ appraisal rights, except to the
extent that the non-profit company
is itself a shareholder of a profit 45
company.”
Amendment of section 11 of Act 71 of 2008
6. Section II of the principal Act is hereby amended-
( a) by the substitution in paragraph (a) of subsection (I) for the words preceding
subparagraph (i)
of the following words: 50
“may
comprise one or more words in any language, irrespective of
whether [or not] the word or words are commonly used or contrived for
the purpose, together
with-“;

20 No. 34243 GOVERNMENT GAZETfE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(b) by the substitution in subsection (I) for subparagraph (ii) of the following
subparagraph:
“(ii) any of the following symbols: +, &, #, ~ %, =;”;
(c) by the substitution in subsection (2) for paragraph (a) of the following
paragraph: 5
“(a) not be the same as[, or confusingly similar to]-
(i) the name of another company, domesticated company, regis-
tered external company, close corporation or co-operative
[unless the company forms part of a group of companies
using similar names]; 10
(ii)
a name registered for the use of a person, other than the
company itself
or a person controlling the company, as a
defensive name in terms
of section 12(9), or as a business
name in terms
of the Business Names Act, 1960 (Act No. 27 of
1960), unless the registered user of that defensive name or 15
business name has executed the necessa!1 documents to
transfer the registration in favour of the company;
(iii) a registered trade mark belonging to a person other than the
company,
or a mark in respect of which an application has been
filed in the
Republic for registration as a trade mark or a 20
we11-known trademark as contemplated in section 35 of the
Trade Marks Act, 1993 (Act No. 194
of 1993 ), unless the
registered owner
of that mark has consented in writing to the
use
of the mark as the name of the com~any; or
(iv)
a mark, word or expression the use of which is restricted or 25
protected in terms
of the Merchandise Marks Act, 1941 (Act
No.
17 of 194 I), except to the extent permitted by or in terms
of that Act;”;
(d) by the insertion of the following paragraph after paragraph (a) in subsection
(2), the existing paragraphs
(b) and (c) becoming paragraphs (c) and (d), 30
respectively:
“(b) not be confusingly similar to a name, trade mark, mark, word or
expression contemplated in paragraph
(a) unless-
(i) in the case of names referred to in paragraph (a)(i), each
company bearing any such similar name is a member
of the 35
same group of companies:
(ii) in the case
of a company name similar to a defensive name or
to a business name referred to in paragraph (a)(ii), the
company,
or a person who controls the company, is the
registered owner
of that defensive name or business name; 40
(iii) in the case of a name similar to a trade mark or mark referred
to in paragraph (a)(iii), the company
is the registered owner of
the business name, trade mark or mark, or is authorised by the
registered owner to use it; or
(iv) in the case
of a name similar to a mark, word or expression
45
referred
to in paragraph (a)(iv), the usc of that mark, word or
expression by
the company is permitted by or in terms of the
Merchandise Marks Act,
1941;”;
(e) by the substitution in subsection (3) for paragraph (b) of the following
paragraph:
50
“(b) if the company’s Memorandum of Incorporation includes any
provision contemplated in section 15(2)(b)
or (c) restricting or
E:rohibiting the amendment
of any ~articular ~rovision of the
Memorandum, the name must be immediately followed by the
expression
“(RF)”: and”; and 55
(f) by the substitution for subsection (4) of the following subsection:
“(4) The Minister may prescribe=
iEl additional commonly recognised symbols for use Ill company
names as contemplated in subsection (l)(a)(iii); and

22 No. 34243 GOVERNMENT
GAZETTE, 20 APRIL 2011
Act No.3 of 2011 COMPANIES AMENDMENT ACT, 201 I
( b J alternative expressions, in any official language, which may be used
in substitution for any expression required to follow a company’s
name in
terms of subsection (3).”.
Amendment of section 12 of Act 71 of 2008
7. Section 12 of the principal Act is hereby amended- 5
(a) by the substitution for subsection (2) of the following subsection:
“(2) The Commission must reserve each name as applied for in the
name
of the applicant, unless [the name as applied for is]-
( a) [the registered name of another company, close corporation or
co-operative] the applicant is prohibited, in terms of section 10
ll(2)(a). from using the name as applied for; or
(b) [the name of a registered external company; or] the name as
applied for is already reserved in terms
of this section.
[(c) already registered in terms of this section.]”;
(b) by the substitution in paragraph (a) of subsection (3) for the words preceding 15
subparagraph (i) of the following words:··
“(a) section 11(2)[(aJ or] (h) or (c)-“;
(c) by the substitution in paragraph (b) of subsection (3) for the words preceding
subparagraph (i)
of the following words:
“(b) section 11(2)[(cJ]l!!J.-“; 20
(d) by the substitution in subsection (8) for the words preceding paragraph (a) of
the following words:
“In considering whether a person has abused, or may be attempting
to abuse, the name reservation system as contemplated in subsection
(6) or (7), the Commission, Tribunal or a court may consider any 25
relevant conduct by that person or any related or inter-related person,
including-“; and
(e) by the insertion after subsection (9) of the following subsection:
“(10) The registration of a defensive name may be transferred to
another person by notice in the prescribed manner and form and upon
30
payment of the prescribed fee.”.
Amendment of section 13 of Act 71 of 2008
8. Section 13 of the principal Act is hereby amended-
( a) by the substitution for the section heading of the following heading:
“Right to incorporate company or transfer registration of foreign 35
company”;
(b) by the substitution in subsection (I) for the words preceding paragraph (a) of
Jhe following words:
“One or more persons, or an organ of state, may incorporate a profit
company, and an organ of state, a juristic person, or three or more persons 40
acting in concert, may incorporate a non-profit company, by-“;
(c) by the substitution in subsection (2) for paragraph (a) of the following
paragraph:
“(a) filed in the prescribed manner and form, together with the
prescribed fcc;
and”; and 45
(d) by the insertion after subsection (4) of the following subsections:
“(5) Subject to subsections (6) and (7), a foreign company may apply
in the prescribed manner and form, accompanied by the prescribed
application fcc, to transfer its registration to the Republic from the
foreign jurisdiction
in which it is registered, and thereafter exists as a 50
company in terms of this Act as if it had been originally so incorporated
and registered.
(6) A foreign company may transfer its registration as contemplated in
subsection (5) if-

24 No. 34243
Act No. 3 of 2011 GOVERNMENT
GAZETTE. 20 APRIL
2011
COMPANIES AMENDMENT ACT, 2011
(a) the law of the jurisdiction in which the company is registered
permits such a transfer, and the company has complied with the
requirements
of that law in relation to the transfer;
(b) the transfer has been approved by the company’s shareholders-
(i) in accordance with the law of the jurisdiction in which the 5
company is registered,
if that law imposes such a requirement;
or
(ii) by the equivalent
of a special resolution in tenns of this Act, if
the law
of the jurisdiction in which the company is registered
does not require such shareholder approval; I
0
(c) the whole or greater part of its assets and undertaking are within the
Republic, other than the assets and undertaking
of any subsidiary
that is incorporated outside the Republic;
(d} the majority of its shareholders are resident in the Republic;
(e) the majority of its directors are or will be South African citizens; 15
and
(fj immediately following the transfer of registration, the company­
(i) will satisfy the solvency and liquidity test; and
(ii) will no longer be registered in another jurisdiction.
(7) Despite satisfying the requirements
of subsection (6), a foreign 20
company may not transfer its registration to the Republic as contem­
plated
in subsection (5) if-
( a} the foreign company-
(i) is permitted, in terms of any law or its Articles or Memoran-
dum
of Incorporation, to issue bearer shares; or 25
(ii) has issued any bearer shares that remain issued;
(b) the foreign company is in liquidation;
(c) a receiver or manager has been appointed, whether by a court or
otherwise, in relation to the property
of the foreign company;
(d) the foreign company- 30
(i) is engaged in proceedings comparable to business rescue
proceedings
in terms of this Act; or
(ii) is subject to an approved plan, or a court order, comparable to
an approved business rescue plan
in terms of this Act; or
(iii) has entered into a compromise or arrangement with a creditor, 35
and the compromise
or arrangement is in force; or
(e) an application has been made to a court in any jurisdiction, and not
fully disposed
of-
(i) to put the foreign company into liquidation, to wind it up or to
have it declared insolvent;
40
(ii) for the approval of a compromise or arrangement between the
foreign company and a creditor; or
(iii) for the appointment
of a receiver or administrator in relation to
any property
of the foreign company.
(8) The Minister may make
regulations- 45
(a) prescribing forms and procedures for the consideration of applica­
tions contemplated in subsection (5);
(b) for the registration of domesticated companies as contemplated in
subsections (5) to (7) and for the issuing of registration certificates
to such companies; and
50
(c) establishing requirements for each domesticated company to
harmonise its Memorandum
of Incorporation with this Act.
(9) Subsections (3) and (4) and section
14, each read with the changes
required by the context, apply to
an application in terms of subsections
~)M(7). 55
(10) Upon compliance of the requirements for registration of a
domesticated company
as contemplated in terms of this section, the
Commissioner must issue to such company a registration certificate to
the effect that such registration has taken place and that
il deemed that the
company has been incorporated under this Act.
60
( 11) The registration of a domesticated company in terms of
subsections (5) to (9) does not-

26 No. 34243
Al-1 No. 3 of 2011
GOVERNMENT GAZETrE, 20 APRIL 2011
COMPANIES AMENDMENT ACT. 2011
(a) establish a new juristic person;
(b) prejudice or affect the identity of the juristic person constituted by
that domesticated company, or its continuity as a juristic person;
(c) prejudice the rights of any person or affect the property, rights,
liabilities or obligations
of that juristic person; or 5
(d) render ineffective any legal proceedings by or against that juristic
person.”.
Amendment of section 14 of Act 71 of 2008
9. Section 14 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for the words preceding paragraph (a) of I 0
the following words:
“As soon as practicable after accepting a Notice of Incorporation in
terms of section 13ill, or an application for the domestication of a
foreign company in terms of section 13(5), the Commission
must-“;
(b) by the substitution in subsection (2)(b) for the words preceding subparagraph 15
(i) of the following words:
“is [the same as the name of another company, close corporation or
co-operative,] a name that the company is prohibited, in terms of section
11(2)(a), from using, or is reserved in terms of section 12 for a person
other than one of the incorporators, the Commission-“; 20
(c) by the substitution in subsection (3) for the words preceding paragraph (a) of
the following words:
“If, upon registering a company in terms of subsection [(2)) (I), there are
reasonable grounds for considering that the company’s name may be
inconsistent with the requirements
of-“; 25
(d) by the substitution in paragraph (a) of subsection (3) for the words preceding
subparagraph (i)
of the following words:”
“(a) section !1(2)[(a) or) (b) or (c)-“; and
(e) by the substitution in paragraph (b) of subsection (3) for the words preceding
subparagraph (i) of the following words:
30
“(b) section 11(2)[(c)) {!!1-“.
Amendment of section 15 of Act 71 of 2008
10. Section 15 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for paragraph (b) of the following
paragraph:
35
“(b) is void to the extent that it contravenes, or is inconsistent with, this
Act, subject to section 6(15).”;
(b) by the substitution in subsection (2)(a) for subparagraphs (i) and (ii) of the
following subparagraphs respectively:
“(i) dealing with a matter that this Act docs not address; [or] 40
(ii) altering the e!Tect of any alterable provision of this Act; or”;
(c) by the insertion in paragraph (a) of subsection (2) of the following
subparagraph after subparagraph (ii):
“(iii) imposing on the company a higher standard, greater restriction,
longer period
of time or any similarly more onerous requirement, 45
than would otherwise apply to the company in terms of an
unalterable provision of this Act;”;
(d) by the substitution in subsection (2) for paragraph (b) of the following
paragraph:
(b) contain any [special] restrictive conditions applicable to the 50
company, and any requirement for the amendment of any such
condition
in addition to the requirements set out in section 16;
[or]”;
(e) by the substitution in subsection (2) for paragraph (c) of the following
paragraph: 55
(c) prohibit the amendment of any particular provision of the Memo­
randum
of Incorporation[.); or”;

28 No. 34243 GOVERNMENT GAZETTE. 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(f) by the insertion in subsection (2) of the following paragraph after paragraph
(c):
(d) not include any provision thai negates, restricts, limits, qualifies,
extends or otherwise alters the substance or effect
of an unalterable
provision
of this Act, except to the extent contemplated in 5
paragraph
(a)(iii).”.
(g) by the substitution in subsection (4)(b) for subparagraph (i) of the following
subparagraph:
“(i) [20] 10 business days after the rule [is published in terms of
subsection (3)(aJ] is filed in terms of subsection (3)(b); or”; 10
(h) by the substitution for subsection (5) of the following subsection:
“(5) If a rule that has been [published] filed in terms of subsection (3)
is [not] subsequently- —
!.!!1 ratified as contemplated in subsection (4)(cJ, the company must file
a notice
of ratification within five business days in t c prescribed 15
manner and form; or
(b) not ratified when put to a vote-
(i) the company must file a notice of non-ratification within five
business days after the vote. in the prescribed manner and
form; and
20
@ the company’s board may not make a substantially similar rule
within the ensuing
12 months, unless it has been approved in
advance by ordinary resolution
[at a] of the shareholders
[meeting].”; —
(i) by the insertion after subsection (5) of the following subsection: 25
“(SA) Any failure to ratify the rules of a company does not affect the
validity
of anything done in terms of those rules during the period that
they had an interim effect as provided in subsection
(4)(cJ(i).”; and
(j) by the substitution in subsection (6)(c) for subparagraph (ii) of the following
subparagraph:
30
“(ii)
any other person serving the company [as a member of the audit
committee or] as a member of a committee of the board,”.
Amendment of section 16 of Act 71 of 2008
11. Section
16 of the principal Act is hereby amended-
( a) by the substitution for subsection (9) of the following subsection: 35
“(9) An amendment to a Company’s Memorandum of Incorporation
takes effect
[from the later of]-
( a) [the date on, and time at, which the Commission accepts the
filing of the Notice of Amendment] in the case of an amendment
that changes the name
of the company, on the date set out in the 40
amended registration certificate issued by the Commission in terms
of subsection (8 ), read with section 14( I)( b )(iii); or
(b) in any other case, on the later of-
(i) the date on, and time at, which the Notice of Amendment is
filed; or 45
@ the date, if any, set out in the Notice of Amendment.”; and
(b) by the insertion after subsection (9) of the following subsections:
“‘(10) If an amendment to the Memorandum of Incorporation of a
personal liability company has the e ect o transforming that company
into any other category
of company, the company must give at least 10 50
business days advance notice of the filing of the notice of amendment
to-
( a) any professional or industry regulatory authority that has jurisdic­
tion over the business activities carried on by the company; and
(b) any person who- 55
(i) in its dealings with the company, may reasonably be consid­
ered to have acted in reliance upon the joint and several
liability
of any of the directors for the debts and liabilities of
the company; or

30 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETrE. 20 APRIL 2011
COMPANIES AMENDMENT ACT. 2011
(ii) may be adversely affected if the joint and several liability of
any of the directors for the debts and liabilities of the company
is terminated as a consequence of the amendment to the
Memorandum
of Incorporation.
(11) A person who receives. or is entitled to receive, a notice in terms 5
of subsection (I 0) may apply to a court in the prescribed manner and
form for
an order sufficient to protect the interests of that person.”.
Amendment of section 19 of Act 71 of 2008
12. Section 19 of the principal Act is hereby amended by the substitution for
subsection (5)
of the following subsection: I 0
“(5)
A person must be regarded as having [received] notice and knowledge of-
(a) any provision of a company’s Memorandum of Incorporation contemplated in
section
15(2)(b) or (c) if the company’s name includes the element “RF” as
contemplated in section 11(3)(b), and the company’s Notice oflncorporation
or a subsequent Notice of Amendment has drawn attention to the relevant 15
provision, as contemplated in section 13(3); [or] and
(b) the effect of subsection (3) on a personal liability company.”.
Amendment of section 20 of Act 71 of 2008
13. Section 20 of the principal Act is hereby amended-
( a) by the substitution for subsection (4) of the following subsection: 20
“( 4) One or more shareholders, directors or prescribed officers of a
company, or a trade union representing employees
of the company, may
[take proceedings] apply to the High Court for an appropriate order to
restrain the company from doing anything inconsistent with this
Act.”;
(h) by the substitution in subsection (5) for the words preceding paragraph (a) of 25
the following words:
“One or more shareholders, directors or prescribed officers of a company
may
[take proceedings] apply to the High Court for an appropriate order
to restrain the company
or the directors from doing anything inconsistent
with any limitation, restriction or qualification contemplated
in subsec- 30
lion (2), but any such proceedings are without prejudice to any rights to
damages
of a third party who-“;
(c) by the substitution in subsection (6) for the words preceding paragraph (a) of
the following words:
“Each shareholder of a company has a claim for damages against any 35
person who intentionally, fraudulently or due to gross negligence causes
the company to do anything inconsistent
with-“; and
(d) by the insertion after subsection (8) of the following subsection:
“(9) If, on application by an interested person or in any proceedings in
which a company is involved, a court finds that the incorporation of the 40
company, any use of the company, or any act by or on behalf of the
company, constitutes an unconscionable abuse
of the juristic personality
of the company as a separate entity, the court may-
( a) declare that the company is to be deemed not to be a juristic person
in respect
of any right, obligation or liability of the company or of 45
a shareholder of the company or, in the case of a non-profit
company, a member
of the company, or of another person specified
in the declaration; and
(b) make any further order the court considers appropriate to give effect
to a declaration contemplated
in paragraph (a).”. 50

32 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
Amendment of section 22 of Act 71 of 2008
14. Section 22 of the principal Act is hereby amended by the substitution for
subsections
(1), (2) and (3) of the following subsections respectively:
“(I) A company must not[-
(a)] carry on its business recklessly, with gross negligence, with intent to defraud 5
any person or for any fraudulent purpose [; or
(b) trade under insolvent circumstances].
(2) If the Commission has reasonable grounds to believe that a company is
engaging in conduct prohibited by subsection (I), or is unable to pay its debts as
they become due and payable in the normal course
of business, the Commission I 0
may issue a notice to the company to show cause why the company should be
permitted to continue carrying on its business, or to trade, as the case may be.
(3) If a company to whom a notice has been issued in terms of subsection (2) fails
within 20 business days to satisfy the Commission that it is not engaging in conduct
prohibited by subsection (I), or that it is able to pay its debts as they become due 15
and payable in the normal course of business, the Commission may issue a
compliance notice to the company requiring
it to cease carrying on its business or
trading, as the case may
be.”.
Amendment of section 23 of Act 71 of 2008
15. Section 23 of the principal Act is hereby amended- 20
(a) by the substitution in subsection (I) for paragraph (b) of the following
paragraph:
“(b) as an external profit company [if, within the jurisdiction in which
it was incorporated, it meets legislative or definitional require­
ments that are comparable to the legislative or definitional 25
reqnirements of a profit company incorporated under this Act],
in any other case.”; –
(b) by the substitution for subsection (2) of the following subsections:
“(2) For the purposes of subsection (1), and the definition of “external
company”
as set out in section I, a foreign company [is not to] must be 30
regarded as “conducting business. or non-profit activities, as the case
may be, within the Republic”[, unless] if that foreign company- [is
engaged in, or has engaged in, one or mOre of the following activities
within
the Republic:] (a) is a party to one or more employment contracts within the Republic; 35
or
(b) subject to subsection (2A), is engaging in a course of conduct, or
has engaged in a course or pattern
of activities within the Republic
over a period
of at least six months, such as would lead a person to
reasonably conclude that the company intended to continually
40
engage in business or non-profit activities within the Republic.
(2A) When applying subsection (2)(b). a foreign company must not
be
regarded as “conducting business activities, or non-profit activities, as
the case may be, within the
Republic” solely on the ground that the
foreign company
is or has engaged in one or more of the following 45
activities:
(a) Holding a meeting or meetings within the Republic of the
shareholders or board
of the foreign company, or otherwise
conducting any
of the company’s internal affairs [of the company] within the Republic; 50
(b) establishing or maintaining any bank or other financial accounts
within the Republic;
(c) establishing or maintaining offices or agencies within the Republic
for the transfer, exchange, or registration
of the foreign company’s
own securities; 55

34 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETTE, 20 APRIL 2011
COMPANIES AMENDMENT ACT, 2011
(d) creating or acquiring any debts within the Republic, or any
mortgages or security interests
in any property within the Republic;
(e) securing or collecting any debt, or enforcing any mortgage or
security interest within the Republic;
_2!:
(f) acquiring any interest in any property within the Republic[; and 5
(g) entering into contracts of employment],”;
(c) by the substitution in subsection (4) for the words preceding paragraph (a) of
the following words:
“A change contemplated in subsection [(2)] ill(b)(ii) takes eiTect as from
the later
of-“; and 10
(d) by the substitution in subsection (6) for the words preceding paragraph (a) of
the following words:
“If an external company has failed to register in terms of subsection ( 1)
within [12] three months after commencing its activities within the
Republic, the Commission may issue a compliance notice to that external
15
company requiring it to-“.
Amendment of section 24 of Act 71 of 2008
16. Section 24 of the principal Act is hereby amended-
( a) by the substitution in subsection (3) for paragraph (b) of the following
paragraph:
20
“(b) a record of its directors, including-
(i) [details of any person who has served as a director of the
company, for a period of seven years after the person
ceases to serve as a director] all the infonnation required in
terms of subsection (5) in respect of each current director at 25
any particular time; and
(ii) with respect to each past director. the information required [by
or in terms of subsection (5)] in terms of subparagraph (i),
which must be retained for seven years after the past director
retired from the
company;”; 30
(b) by the substitution in subsection (3) for paragraph (d) of the following
paragraph:
“(d) notice and minutes of all shareholders meetings, including-
(i) all resolutions adopted by them [, for seven years after the
date each such resolution was adopted]; and 35
(ii) any document that was made available by the company to the
holders of securities in relation to each such resolution
[;1.:
for seven years after the date each such resolution was adopted;”;
and
(c) by the substitution for subsection ( 4) of the following subsection: 40
“(4) In addition to the requirements of subsection (3), every [profit] company must
maintain-
( a) a securities register or its equivalent, as required by section 50.:.1!!
the case of a profit company, or a member’s register in the case of a
non-profit company that has members; and
45
(b) the records required in terms of section 85, if that section applies to
the
company.”.
Amendment of section 26 of Act 71 of 2008
17. Section 26 of the principal Act is hereby amended-
( a) by the substitution for subsections (I) and (2) of the following subsections, 50
respectively:
“(I) A person who ho1ds or has a beneficial interest in any securities
issued by a profit company
[-], or who is a member of a non-profit
company,
[(a)] has a right to inspect and copy, without any charge for any

31i No. 34243
Act No. 3
of 2011
GOVERNMENT GAZETTE. 20 APRIL 2011
COMPANIES AMENDMENT ACT, 2011
such inspection or upon payment of no more than the prescribed
maximum charge for any such copy, the information contained in the
following records
of the company[-):
(a) The company’s Memorandum of Incorporation and any amend­
ments to it, and any rules made by the company, as
[(i)] mentioned 5
in section 24(3)(a)[,
(b), (c)(i) and (ii), (d) and (e); or);
(h) the records in respect of the company’s directors, as mentioned in
section 24(3)(b);
(d the reports to annual meetings, and annual financial statements, as
mentioned
in section 24(3)(c)(i) and (ii); 10
(d) the notices and minutes of annual meetings, and communications
mentioned in section 24(3)(d) and
(e), but the reference in section
24(3)(d) to shareholders meetings, and the reference
in section
24(3)(e) to communications sent to holders
of a company’s
securities, must be regarded in the case
of a non-profit company as 15
referring to a meeting of members, or communication to members,
respectively; and
(e) the securities register of a profit company, or the members register
of a non-profit company that has members, as [(ii) contemplated] mentioned in section 24(4)[(a) or (b); 20
(b) has a right to any other information to the extent granted by the
Memorandum of Incorporation, as contemplated in subsection
(2); and
(c) may exercise the rights set out in paragraph (a) or (b)-
(i) by direct request made to the company in the prescribed 25
manner, either in person or through an attorney or other
personal representative designated in writing; or
(ii) in accordance with the Promotion of Access to Information
Act, 2000 (Act No, 2 of 2000)).
(2) A person not contemplated in subsection (I) has a right to inspect 30
or copy the securities register of a profit company, or the members
register
of a non-profit company that has members, or the register of
directors of a company, upon payment of an amount not exceeding the
prescribed maximum fee for any such inspection.
[(2)) Q2 In addition to the information rights set out in [snbsection 35
(l)(a)) subsections (I) and (2), the Memorandum of Incorporation of a
company may establish additional information rights
of any person, with
respect to any information pertaining to the company, but no such right
may negate or diminish any mandatory protection
of any record[, as set
out in) required by or in terms of Part 3 of the Promotion of Access to 40
Information Act, 2000 (Act No. 2 of 2000).
(4) A person may exercise the rights set out in subsection (l) or (2), or
contemplated in subsection (3)–
(a) for a reasonable period during business hours;
(b) by direct request made to a company in the prescribed manner, 45
either in person or through an attorney or other personal represen­
tative designated in writing; or
(c) in accordance with the Promotion of Access to Information Act,
2000 (Act No.2 of 2000).
(5) Where a company receives a request in terms of subsection (4)(b) 50
it must within 14 business days comply with the request by providing the
opportunity to inspect or copy the register concerned to the person
making such
request.”;
(b) by the re-numbering of subsections (3), (4), (5) and (6) as subsections (6), (7),
(8) and (9) respectively: and
55
(c) by the substitution in subsection (6) for paragraphs (a) and (b) of the following
paragraphs, respectively:
“(a) fail to accommodate any reasonable request for access, or to
unreasonably refuse access, to any record that a person has a right to
inspect
or copy in terms of this section or section 31; or 60

38 No. 34243 GOVERNMENT
GAZETTE, 20 APRIL 2011
Act No.3 of 2011 COMPANIES AMENDMENT ACT, 2011
(b) to otherwise impede, interfere with, or attempt to frustrate, the
reasonable exercise by any person
of the rights set out in this section
or section
31.”.
Amendment of section 27 of Act 71 of 2008
18. Section 27 of the principal Act is hereby amended by the deletion of subsection 5
(6).
Amendment of section 29 of Act 71 of 2008
19. Section 29 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for paragraph (d) of the following
paragraph:
I 0
“(d) set out the date on which the statements were [produced] published, and the accounting period to which the statements apply;
and”;
(b) by the substitution in subsection (5) for paragraph (b) of the following
paragraph:
15
“(b) in the case of financial reporting standards for public companies,
must be [consistent] in accordance with the International Financial
Reporting Standards
of the International Accounting Standards
Board or its successor body;
and”; and
(c) by the substitution in subsection (6)(a) for subparagraph (i) of the following 20
subparagraph:
“(i) [do not] fail in a material way to comply with the requirements of
subsection (I); or”.
Amendment of section 30 of Act 71 of 2008
20.
Section 30 of the principal Act is hereby amended- 25
(a) by the substitution in subsection (2)(b) for the words preceding subparagraph
(i)
of the following words:
“in the case of any other profit or non-profit company-“;
(b) by the substitution in subsection (2)(b} for subparagraph (i) of the following
subparagraph:
30
“(i)
be audited, if so required by the regulations made in terms of
subsection (7) taking into account whether it is desirable in the
public interest, having regard to the economic or social significance
of the company, as indicated by any relevant factors, including-“;
(c) by the substitution in subsection (2)(b)(ii) for subitems (aa) and (bb) of the 35
following subitcms:
“(aa) audited voluntarily [at the option of the company] if the
company’s Memorandum
of Incorporation, or a shareholders
resolution, so requires or
if the Company’s board has so
determined; or
40
(bb) independently reviewed in a manner that satisfies the regulations
made in terms
of subsection (7), subject to subsection (2A) [unless
exempted if it is a private company and-
(AAJ one person holds, or has all the beneficial interest in, all
of the securities issued by the company; or 45
(BB) every person who is the holder of, or has a beneficial
interest in, any securities issued by the company is also a
director of the company unless the company has only one
director, and that director is a person contemplated in
section 69(12)].”; 50
(d) by the insertion after subsection (2) of the following subsection:
(2A)
If, with respect to a particular company, every person who
is a holder of, or has a beneficial interest in, any securities issued by that I

40 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETTE, 20 APRIL 2011
COMPANIES AMENDMENT ACT, 2011
company is also a director of the company, that company is exempt from
the requirements in this section to have its annual financial statements
audited or
independently reviewed, but this exemption-
( a) does not apply to the company if it falls into a class of company that
is required to have its annual financial statement audited in terms
of 5
the regulations contemplated
in subsection (7)( a); and
(b) does not relieve the company of any requirement to have its
financial statements audited or reviewed in terms
of another law, or
in terms of any agreement to which the company is a party.”
(e) by the substitution in subsection (6) for paragraph (f) of the following 10
paragraph:
“([) financial assistance to a director, past director or future director, or
person related to any of them, for the subscription
of [shares] options or securities, or the purchase
of securities, as contemplated
in section 44;
and”; 15
(f) by the substitution in subsection (7) for paragraph (a) of the following
paragraph:
“(a) the categories of any [private] profit or non-profit companies that
are required to have their respective annual financial statements
audited, as contemplated
in subsection (2)(b)(i); and”; and 20
(g) by the substitution for paragraph (b) of subsection (7) of the following
paragraph:
“(b) the manner, form and procedures for the conduct of an independent
review
[other than an audit, as contemplated in] under subsec-
tion
(2)(b)(ii)(bb), as well as the professional qualifications, if any, 25
and duties of persons who may conduct such reviews and the
accreditation
of professions whose members may conduct such
reviews.”.
(h) by the insertion after subsection (7) of the following subsection:
“(8) Despite section 1 of the Auditing Profession Act, an independent 30
review of a company’s annual financial statements required by this
section does not constitute an audit within the meaning
of that Act.”.
Amendment of section 31 of Act 71 of 2008
21. Section 31 of the principal Act is hereby amended by the insertion, after
subsection (3)
of the following subsection: 35
“(4) It is an offence for a company to-
(a) ml to accommo ate any reasonab e request for access, or to unreasonab y
refuse access, to any record that a person has a right to inspect or copy
in terms
of this section; or
(b) otherwise impede, interfere with, or attempt to frustrate the reasonable 40
exercise by any person of the rights set out in this section.”.
Amendment of section 32 of Act 71 of 2008
22, Section 32
of the principal Act is hereby amended by the deletion of subsections
(6) and (7).
Amendment of section 33 of Act 71 of 2008 45
23. Section 33 of the principal Act is hereby amended
by the substitution in subsection
(I) for paragraph (a) of the following paragraph:
“(a) a copy of its annual financial statements, if it is required to have such
statements audited
in terms of section 30(2)[(a)l or the regulations contem-
plated
in section 30(7); and”. 50
Amendment of section 34 of Act 71 of 2008
24, Section 34 of the principal Act is hereby amended by the substitution for
subsection (2) of the following subsection:
“(2) A private company, personal liability company, or non-profit company is
not required to comply with the extended accountability requirements set out in 55
Chapter
3, except to the extent [that the] contemplated in section 84(1)(c), or as

42 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
required by the company’s Memorandum of Incorporation [provides other­
wise).”.
Amendment of section 37 of Act 71 of 2008
25. Section 37 of the principal Act is hereby amended-
( a) by the substitution for subsection (I) of the following subsection: 5
“(I) All of the shares of any particular class authorised by a company
have preferences, rights, limitations and other terms that are identical to
those
of other shares of the same class [, except to the extent that the
company’s Memorandum of Incorporation provides otherwise].”;
and 10
(b) by the insertion after subsection (8) of the following subsection:
“(9) A person-
(a) acquires the rights associated with any particular securities of a
company-
(i) when that person’s name is entered in the company’s certifi- 15
cated securities register; or
(ii) as determined
in accordance with the rules of the Central
Securities Depository, in the case
of uncertificated securities;
and
(b) ceases to have the rights associated with any particular securities of 20
acompany-
(i) when the transfer to another person, re-acquisition by the
company,
or surrender to the company has been entered in the
company’s certificated securities register;
or
(ii) as determined in accordance with the ruJcs of the Central 25
SecuriLies Depository, in the case
of uncertificated securities., ..
Amendment of section 38 of Act 71 of 2008
26. Section 38 of the principal Act is hereby amended by the substitution for
subsection (2)
of the following subsection:
“(2) If a company issues shares- 30
(a) that have not been authorised in accordance with section 36; or
(h) in excess of the number of authorised shares of any particular class,
the issuance
of those shares may be retroactively authorised in accordance with
section 36 within
60 business days after the date on which the shares were issued.”.
Amendment of section 39 of Act 71 of 2008 35
27. Section 39 of the principal Act is hereby amended by the substitution for
subsection (4)
of the foiJowing subsection:
“(4) Except to the extent that a private or personal liability company’s
Memorandum
of Incorporation provides otherwise-
( a) in exercising a right in terms of subsection (2), a shareholder may subscribe 40
for fewer shares than the shareholder would be entitled to subscribe for under — –that subsection; and
(b) shares not subscribed for by a shareholder within the reasonable time
contemplated in subsection (2). may be offered to other persons to the extent
permitted by the Memorandum
of Incorporation.”. 45
Amendment of section 40 of Act 71 of 2008
28. Section 40 of the principal Act is hereby amended-
( a) by the substitution in subsection (5) for the words preceding paragraph (a) of
the following words:
“If the consideration for any shares that are issued or to be issued is in the 50
form of an instrument such that [is not negotiable) the value of the
consideration cannot be realised by the company until a date after [at) the
time the shares are to be issued, or
is in the form of an agreement for

44 No. 34243
Act No.3 of 2011
GOVERNMENT GAZETTE. 20 APRIL 2011
COMPANIES AMENDMENT ACT. 2011
future services. future benefits or future payment by the subscribing
party-“; and
(b) by the substitution in subsection (5)(a) for subparagraph (i) of the following
subparagraph:
“(i) that the [instrument is negotiable] value of the consideration for 5
any of those shares has been realised by the company; or”.
Amendment of section 43 of Act 71 of 2008
29. Section 43 of the principal Act is hereby amended by the substitution in subsection
(2) for paragraph (a) of the following paragraph:
”(a) may authorise the company to issue a secured or unsecured debt instrument at 10
any time. except to the extent provided otherwise by [that] the company’s
Memorandum
of Incorporation; and”.
Amendment of section 44 of Act 71 of 2008
30. Section 44 of the principal Act is hereby amended-
( a) by the substitution in subsection (2) tor the following subsection: 15
“(2) [To] Except to the extent that the Memorandum of Incorporation
of a company provides otherwise, the board may authorise the company
to provide financial assistance by way
of a loan, guarantee, the provision
of security or otherwise to any person for the purpose of, or in connection
with, the subscription
of any option, or any securities, issued or to be 20
issued by the company or a related or inter·rclated company, or for the
purchase
of any securities of the company or a related or inter-related
company, subject
to subsections (3) and (4).'”; and
(h) by the substitution in subsection (6) for the words preceding paragraph (a) of
the following words:
25
“If a resolution or an agreement [has been declared] is void in terms of
subsection
(5) [read with section 218(1),] a director of the company is
liable to the extent set out
in section 77(3)(e)(iv) if the director-“.
Amendment of section 45 of Act 71 of 2008
31. Section 45 of the principal Act is hereby amended-
( a) by the substitution in subsection (3) tor paragraph (h) of the following
paragraph:
“(b) the board is satisfied that-
30
(i) immediately after providing the financial assistance. the
– company would satisfy the solvency and liquidity test; and 35
(ii) the terms under which the financial assistance is proposed to
be given are fair and
rea..”ionable to the company.”; and
(b) by the substitution in subsection (7) for the words preceding paragraph (a) of
the following words:
“If a resolution or agreement [has been declared] is void in terms of 40
subsection (6) [read with section 218(1),] a directorof the company is
liable to the extent set out in section 77(3)(e)(v) if the director-“.
Amendment of section 48 of Act 71 of 2008
32.
Section 48 of the principal Act is hereby amended-
( a) by the substitution for subsection (I) of the following subsection: 45
“( 1) [The] This section does not apply to-
(a) the making of a demand, tendering of shares and payment by a
company
to a shareholder in terms of a shareholder’s appraisal
rights set out
in section 164 [do not constitute an acquisition of its
shares by the company within the meaning of this section]; or 50

46 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETTE. 20 APRIL 2011
COMPANIES AMENDMENT ACT. 2011
(b) the redemption by the company of any redeemable securities in
accordance with the tenns and conditions of those securities.”;
(b) by the substitution in subsection (2) for the words preceding paragraph (a) of
the following words:
“Subject to [subsection) subsections (3) and (8), and if the decision to do 5
so satisfies the requirement~ of section 46-“;
(c) by the substitution in subsection (2) for paragraphs (a) and (h) of the following
paragraphs respectively:
“(a) [a) the board of a company may determine that the company [may)
will acquire a number of its own shares, [if
the decision to do so 10
satisfies the requirements of section 46); and
(b) [any) the board of a subsidiary [of a] company may determine that
it will acquire shares of [that) its holding company, but-“;
(d) by the substitution in subsection (6) for the words preceding paragraph (a) of
the following words: 15
“If a company acquires any shares contrary to section 46. or this section,
the company
[may] must, not more than two years after the acquisition,
apply to a court for an order reversing the acquisition, and the court may
order-“; and
(e) by the insertion after subsection (7) of the following subsection: 20
“(8)
A decision by the board of a company contemplated in subsection
(2)(a)-
(a) must be approved by a special resolution of the shareholders of the
company if any shares are to be acquired
by the company from a
director or prescribed officer of the company, or a person related to
25
a director or prescribed officer of the company; and
(b) is subject to the requirements of sections 114 and 115 if, considered
aJonc, or together with other transactions in an integrated series of
transactions, it involves the acquisition
by the company of more
than 5%
of the issued shares of any particular class of the 30
company’s shares.”.
Amendment of section 49 of Act 71 of 2008
33. Section 49 ofthe principal Act is hereby amended by the substitution in subsection
(6) for paragraph
(b) of the following paragraph:
“(b) for greater certainty, transfer of ownership in those securities cannot be 35
effected by a participant or central securities depository while they remain in
certificated form, unless they are held in certificated form in collective
custody by the participant or central securities
depository.”.
Amendment of section 50 of Act 71 of 2008
34. Section 50 of the principal Act is hereby amended by the substitution in subsection 40
(2)(b)(iv) for subitem (aa) of the following subitem:
“‘(aa) the number of those securities issued and outstanding; [or] and”.
Amendment of section 53 of Act 71 of 2008
35, Section 53 of the principal Act is hereby amended by the substitution in subsection
(5) for the following subsection: 45
“(5) A court may not order the name of a transferee contemplated in this section
to be removed from [a] an uncertificated securities register, unles.s that person was
a party to or had knowledge
of a fraud or illegality as contemplated in subsection
(4).”.

48 Nn. 34243 GOVERNMENT GAZETrE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
Amendment of section 56 of Act 71 of 2008
36. Section 56 of the principal Act is hereby amended-
( a) by the substitution in subsection (3) for paragraph (b) of the following
paragraph:
“(b) the identity of each person with a beneficial interest in the securities 5
so held, the number and class of securities held for each such person
with a beneficial interest, and the extent
of each such beneficial
interest.”;
(b) by the substitution in subsection (4) for paragraph (a) of the following
paragraph:
I 0
“(a) be disclosed in writing to the company within five business days
after the end
of every month during which a change has occurred in
the infonnation contemplated in subsection (3), or more promptly
or frequently to the extent so provided by the requirements
of a
central securities depository;
and”; and 15
(c) by the insertion after subsection (7) of the following subsections:
“(8) Subsections (9) to ( 11) do not apply in respect of securities that
are subject to the rules
of a central securities depository.
(9) A person who holds a beneficial interest
in any securities may vote
in a matter at a meeting of shareholders, only to the extent
that- 20
(a) the beneficial interest includes the right to vote on the matter; and
(b) the person’s name is on the company’s register of disclosures as the
holder
of a beneficial interest, or the person holds a proxy
appointment
in respect of that matter from the registered holder of
those securities. 25
(I 0) The registered holder of any securities in which any person has a
beneficial interest must deliver to each such
person-
( a) a notice of any meeting of a company at which those securities may
be voted
on within two business days after receiving such a notice
from the company; and
30
(b) a proxy appointment to the extent of that person’s beneficial
interest, if the person
so demands in terms of subsection (ll ).
(11) A person who has a beneficial interest in any securities that are
entitled to be voted on at a meeting of a company’s shareholders, may
demand a proxy appointment from the registered holder
of those 35
securities, to the extent
of that person’s beneficial interest, by delivering
such a demand to the registered holder, in writing, or as required by the
applicable requirements
of a central securities depository.”.
Amendment of section 57 of Act 71 of 2008
37. Section 57 of the principal Act is hereby amended- 40
( a) by the substitution for the heading of the following heading:
“Interpretation and [restricted] application of Part”;
(b) by the substitution for subsection (1) of the following subsection:
“(I) In this Part, ‘shareholder’ [means] has the meaning set out in
section
l, but also includes a person who is entitled to exercise any 45
voting rights in relation to a company, irrespective of the form, title or
nature
of the securities to whkh those voting rights are attached.”; and
(c) by the insertion after subsection (6) of the following subsection:
“(7) For greater certainty, this section applies to the exercise of
authority within a company in respect of any matter arising in tenns of 50
this Act or a company’s Memorandum of Incorporation, irrespective of
whether any such particular matter is expressly addressed in this Part.”.

50 No. 34243 GOVERNMENT GAZETTE. 20 APRIL 201 I
Act No. 3 or 2011 COMPANIES AMENDMENT ACT. 2011
Amendment of section 58 of Act 71 of 2008
38. Section 58 of the principal Act is hereby amended-
( a) by the substitution for subsection(!) of the following subsection:
“(I) At any time, a shareholder of a company may appoint any
individual, including an individual who is not a shareholder
of that 5
company, as a proxy to-
(a) participate in, and speak and vote at, a shareholders meeting on
behalf
of the shareholder; or
(b) give or withhold written consent on behalf of the shareholder to a
decision contemplated in section 60[, I 0
provided that the shareholder may appoint more than one proxy to
exercise voting rights attached to different shares held by the
shareholder].”; and
(b) by the substitution in subsection (3) for paragraph (a) of the following
paragraph:
15
“(a) a shareholder of that company may appoint two or more persons
concurrently as proxies, and may appoint more than one proxy
to
exercise voting rights attached to different securities held by the
shareholder;”.
Amendment of section 61 of Act 71 of 2008 20
39. Section 61 of the principal Act is hereby amended by the substitution in subsection
(3) for paragraph
(b) of the following paragraph:
“(b) in aggregate, demands for substantially the same purpose are made and signed
by the holders, as of the earliest time specified in any of those demands, of at
least I
0% of the voting rights cntitkd to be exercised in relation to the matter 25
proposed to be considered at the
meeting.”.
Amendment of section 62 of Act 71 of 2008
40.
Section 62 of the principal Act is hereby amended-
( a) by the substitution for subsection (2) of the following subsection:
“(2) A company’s Memorandum of Incorporation may provide for 30
longer or shorter minimum notice periods than required by subsection
(!).”;
(b) by the insertion after subsection (2) of the following subsection:
“(2A) A company may call a meeting with less notice than required by
subsection
(l) or by its Memorandum of Incorporation, but such a 35
meeting may proceed only if every person who is entitled to exercise
voting rights in respect
of any item on the meeting agenda-
( a) is present at the meeting~ and
(b) votes to waive the required minimum notice of the meeting.”;
(c) by the substitution in subsection (3)(d) for subparagraph (i) of the following 40
subparagraph:
“(i) [a summarised form of] the financial statements to be presented or
a summarised form
thereof; and”; –
(d) by the substitution for subsection (4) of the following subsection:
“(4) If [a company fails to give the required notice of a 45
shareholders meeting, or if] there was a material defect in the giving of
the notice of a shareholders meeting, the meeting may proceed, subject to
subsection (5), only
if[all of the persons who are] every person who is
entitled to exercise voting rights in respect
of [each] ~item on the
meeting agenda
[of the meeting-] is present at the meeting and votes to 50
approve the ratification of the defective notice
[(a) acknowledge actual receipt of the notice;
(b) are present at the meeting;
(c) waive notice of the meeting; or

52 No. 34243
Act No. 3
of 2011 GOVERNMENT
GAZEITE, 20 APRIL 2011
COMPANIES AMENDMENT ACT, 2011
(d) in the case of a material defect in the manner and form of giving
notice,
ratify the defective notice],”; and
(e) by the substitution for subsection (7) of the following subsection;
“(7) A shareholder who is present at a meeting, either in person or by
proxy- 5
(a) is regarded [to have] as having received or waived notice of the
meeting,
if at least the required minimum notice was given; and
(h) has a right to–
(i) allege a material defect in the form of notice for a particular
item on the agenda for the meeting; and
I 0
(ii) participate in the determination whether to waive the require­
ments for notice
if less than the required minimum notice was
given,
or!£ ratify a defective notice; and
(c) except to the extent set out in paragraph (b), is regarded as having
waived any right based
on an actual or alleged defect in the notice 15
of the meeting
[is
regarded to have waived any right based on an actual or alleged
material defect in the notice of the meeting],”,
Amendment of section 63 of Act 71 of 2008
41. Section 63 of the principal Act is hereby amended- 20
(a) by the substitution for subsection (2) of the following subsection;
“(2) Unless prohibited by its Memorandum of Incorporation, a
company may provide
for-
(a) a shareholders meeting to be conducted entirely by electronic
communication; or
25
(b) one or more shareholders, or proxies for shareholders, to participate
by electronic communication in all or part of a shareholders meeting
that is being held
in person, [so long as the electronic communi­
cation employed ordinarily enables all persons participating in
that meeting to communicate concurrently with each other 30
withont an intermediary, and to participate reasonably effec­
tively in the meeting] as
long as the electronic communication employed ordinarily enables all
per~ons participating in that meeting to communicate concurrently with
each other without an intermediary, and to participate reasonably 35
effectively in the
meeting.”;
(b) by the substitution for subsections (4) and (5) of the following subsections,
respectively:
”(4) [Any person present and entitled to exercise voting rights
most on a show of hands have only one vote, irrespective of the 40
number of shares he or she holds or represents] At a meeting of
shareholders, voting may either be by show
of hands, or by polling,
(5)
[On a poll at any meeting of a company, any member including
his or her proxy, must be entitled to exercise all the voting rights
attached to the shares held or represented by that person] If voting is 45
by show
of hands, any person who is present at the meeting. whether as
a shareholder or as proxy for a shareholder and entitled to exercise voting
rights has one vote, irrespective of the number
of voting rights that
person would
otherwise be entitled to exercise.”; and
(c) by the insertion after subsection (5) of the following subsections: 50
“(6) If voting on a particular matter is by polling, any person who is
present at the meeting, whet er as a s areholder or as proxy for a
shareholder, has the number of votes determined
in accordance with the
voting rights associated with the securities held
by that shareholder.

54 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZEHE, 20 APRIL 20I I
COMPANIES AMENDMENT ACT, 201 I
(7) Despite any provision of a company’s Memorandum of Incorpo­
ration or agreement to the contrary, a polled vote must be held on any
particular matter to be voted
on at a meeting if a demand for such a vote
is made by-
( a) at least five persons having the right to vote on that matter, either as 5
a shareholder or a proxy representing a shareholder: or
(b) a person who is, or persons who together are, entitled, as a
shareholder or proxy representing a shareholder, to exercise at least
10% of the voting rights entitled to be voted on that matter.”.
Amendment of section 64 of Act 71 of 2008 I 0
42. Section 64 of the principal Act is hereby amended-
( a) by the substitution for subsection (8) of the following subsection:
“(8) If, at the time appointed in terms of this section for a postponed
meeting to begin,
or for an adjourned meeting to resume, the
requirements
of subsection (1), or (3) if applicable, have not been 15
satisfied, the [members of the company] shareholders, or in the case of
a non-profit company, the members of the company present in person or
by proxy will be deemed to constitute a quorum.”: and
(b) by the substitution in paragraph (a) of subsection (II) for subparagraph (ii) of
the following subparagraph: 20
“(ii) until further notice, [as agreed at the meeting; and] as agreed at the meeting; and”.
Amendment of section 65 of Act 71 of 2008
43. Section 65 of the principal Act is hereby amended-
( a) by the substitution for subsection (4) of the following subsection: 25
“( 4) A proposed resolution is not subject to the requirements of section
6(4). but must
be-
( a) expressed with sufficient clarity and specificity; and
(b) accompanied by sufficient information or explanatory material [to
enable a shareholder who is entitled to vote on the resolution to 30
determine whether to participate in the meeting and to seek to
influence the outcome of the vote on the resolution] to enable a shareholder who
is entitled to vote on the resolution to
determine whether to participate in the meeting and to seek to influence
the outcome
of the vote on the resolution.”; 35
(b) by the substitution in subsection (10) for paragraphs (a) and (b) of the
following paragraphs, respectively:
“(a) a [lower] different percentage of voting rights to approve any
special resolution; or
(h) one or more [lower] different percentages of voting rights to 40
approve special resolutions concerning one or more particular
matters, respectively,”;
(c) by the substitution in subsections (8) and (10) for the closing phrase of the
following:
“provided that there must at all times be a margin of at least 10 45
percentage points between the
[requirements] highest established
requirement for approval
of an ordinary resolution on any matter, and the
lowest established requirement for approval
of a special resolution[,) on
any
matter.”; and

56 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No.3 of 2011 COMPANIES AMENDMENT ACT, 2011
(d) by the substitution for subsection (II) of the following subsection:
“(II) A special resolution is required to-
(a) amend the company’s Memorandum of Incorporation to the extent
required by section
16(1)(c) and section 36(2)(a):
(b)
[approve the voluntary winding-up of the company, as contem· 5
plated in section 80(1); or) ratify a consolidated revision of a
company’s Memorandum of Incorporation, as contemplated in
section 18(l)(b);
(c) [approve any proposed fundamental transaction, to the extent
required by Part A of Chapter 5) ratify actions by the company or I 0
directors in excess of their authority, as contemplated in section
20(2);
(d) approve an issue of shares or grant of rights in the circumstances
contemplated in section 41(1);
(e) approve an issue of shares or securities as contemplated in section 15
41(3);
(f) authorise the board to grant financial assistance in the circum­
stances contemplated in section 44(3)(a)(ii) or 45(3)(a)(ii);
(g) approve a decision of the board for re-acquisition of shares in the
circumstances contemplated in section 48(8); 20
(h) authorise the basis for compensation to directors of a profit
company, as required by section 66(9);
(i) approve the voluntary winding up of the company, as contemplated
in section
80( I);
(j) approve the winding up of a company in the circumstances 25
contemplated in section 81(1);
(k) approve an application to transfer the registration of the company to
a foreign jurisdiction as contemplated in section 82(5);
({) approve any proposed fundamental transaction, to the extent
required by
Part A of Chapter 5; or 30
(m) revoke a resolution contemplated in section 164(9)(c).”.
Amendment of section 66 of Act 71 of 2008
44. Section 66 of the principal Act is hereby amended-
( a) by the substitution in subsection (2) for paragraph (b) of the following
paragraph:
35
“(b) in the case of a public company. or a non-profit company, at least
three directors,
in addition to the rrlinimum number of directors that the company must
have to satisfy any requirement, whether in terms
of this Act or its
Memorandum of Incorporation, to appoint an audit committee, or a 40
social and ethics committee as contemplated in section 72(4).”;
(b) by the substitution in subsection (7) for the words preceding paragraph (a) of
the following words:
“A person becomes entitled to serve as a director of a company when that
person-“; and 45
(c) by the insertion after subsection (II) of the following subsection:
“( 12) Save as otherwise provided elsewhere in this Act or in the
company’s Memoran urn
of ncorporation, any partrcular director may
be appointed to more than one committee
of the company, and when
calculating the minimum number
of directors required for a company in 50
terms of subsections (2) and (3), any such director who has been
appointed to more than one committee must be counted only once.”.
Amendment of section 68 of Act 71 of 2008
45. Section 68 of the principal Act is hereby amended-
( a) by the substitution for the heading of the following heading: 55
“Election of directors of profit companies”‘;
(b) by the substitution for subsection (I) of the following subsection:
“(I) Subject to subsection (3), each director of a profit company, other
than the first director
or a director contemplated in section 66(4)(a)(i) or

5~ No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETTE, 20 APRIL 20 II
COMPANIES AMENDMENT ACT, 2011
(ii), must be elected by the persons entitled to exercise voting rights in
such
an election, to serve for an indefinite term, or for a term as set out in
the Memorandum of Incorporation.”;
(c) by the substitution in subsection (2) for the words preceding paragraph (a) of
the following words; 5
“Unless [the) a profit company’s Memorandum of Incorporation
provides otherwise, in any election
of directors-“; and
(d) by the substitution for subsection (3) of the following subsection;
“(3) Unless the Memorandum of Incorporation of a profit company
provides otherwise, the board may appoint a person who satisfies the I
0
requirements for election as a director to fill any vacancy and serve as a
director of the company on a temporary basis until the vacancy has been
filled by election
in terms of subsection (2), and during that period any
person
so appointed has all of the powers, functions and duties, and is
subject to all of the liabilities, of any other director of the company.”. 15
Amendment of section 69 of Act 71 of 2008
46. Section 69 of the principal Act is hereby amended-
( a) by the substitution for subsection (4) of the following subsection;
“(4) A person who becomes ineligible or disqualified while serving as
a director
of a company ceases to be entitled to continue to act as a 20
director immediately, subject to section 70(2).”;
(b) by the insertion after subsection (II) of the following subsections:
(II A) The Registrar of the Court must, upon-
(a) the 1ssuc of a sequestration order;
(b) the issue of an order for the removal of a person from any office of 25
trust on the grounds of misconduct involving dishonesty; or
(c) a conviction for an offence referred in subsection (8)(b)(iv),
send a copy
of the relevant order or particulars of the conviction, as the
case may be, to the Commission.
(II B) The Commission must notify each company which has as a 30
director to whom the order or conviction relates, of the order or
conviction.”; and
(c) by the deletion of subsection 12.
Amendment of section 72 of Act 71 of 2008
47. Section 72 of the principal Act is hereby amended- 35
(a) by the substitution for subsection (4) of the following subsection:
“(4) The Minister [may), by regulation, may prescribe=
l!!,1 [that a company or) a category of companies that must each have
a social and ethics committee, if
it is desirable in the public interest,
having regard
to- 40
[(a)] ill [its] annual turnover;
[(b)) ill.). [the size of its] workforce size; or
[(c)) @i2 the nature and extent of [its) the activities of such
companies;
(b) the functions to be performed by social and ethics committees 45
required
by this subsection; and
(c) rules governing the composition and conduct of social and ethics
committees.”; and
(b) by the insertion after subsection (4) of the following subsections:
“(5) A company that falls within a category of companies that are 50
required in terms of this section and the regulations to appoint a social
and ethics committee may apply to the Tribunal
in the prescribed manner
and form for
an exemption from that requirement, and the Tribunal may
grant such
an exemption if it is satisfied that-
(a) the company is required in terms of other legislation to have, and 55
does have, some form of formal mechanism within its structures

60 No. 34243
Act No. 3 or 2011
GOVERNMENT GAZETTE, 20 APRIL 2011
COMPANIES AMENDMENT ACT, 2011
that substantially performs the function that would otherwise be
performed by the social and ethics committee in terms of this
section and the regulations; or
(b) it is not reasonably necessary in the public interest to require the
company
to have a social and ethics committee, having regard to the 5
nature and extent
of the activities of the company.
(6)
An exemption granted in terms of subsection (5) is valid for five
years, or such shorter period as the Tribunal may determine at the time of
granting the exemption, unless set aside by the Tribunal in terms of
subsection (7).
10
(7) The Commission, on its own initiative or on request by a
shareholder, or a person who was granted standing by the Tribunal at the
hearing of the exemption application. may apply to the Tribunal to set
aside an exemption only on the grounds that the basis on which the
exemption was granted no longer applies.
15
(8) A social and ethics committee of a company is entitled to-
(a) require from any director or prescribed officer of the company any
information or explanation
necessarY for the performance of the
committee’s functions;
(b) request from any employee of the company any information or 20
explanation necessary for the performance of the committee’s
functions~
(c) attend any general shareholders meeting;
(d) receive all notices of and other communications relating to any
general shareholders meeting; and
25
(e) be heard at any general shareholders meeting contemplated in this
paragraph on any part
of the business of the meeting that concerns
the committee’s functions.
(9) A company must pay all the expenses reasonably incurred by its
social and ethics committee, including, if the social and ethics committee
30
considers it appropriate, the costs or the fees of any consultant or
specialist engaged by the social and ethics committee
in the performance
of its functions.
(10) Section 84(6) and (7), read with the changes required by the
context, apply with respect to a company that fails to appoint a social and
35
ethics committee, as required by this section and the regulations.”.
Amendment of section 75 of Act 71 of 2008
48. Section 75 of the principal Act is hereby amended-
{ a) by the substitution for subsection (I) of the following subsection:
“(l) In this section [, “director” includes an alternate director 40
and]-
(a) “director”” includes-
(i) an alternate director;
[(a)]@ a prescribed officer; [or] and
[(b)](iii) a person who
is a member of a committee of the board of 45
a company,
[or of the audit committee of a company] irrespective of whether
[or not] the person is also a member of the
company’s board; and
(b) “related person””, when used in reference to a director. has the
meaning set out in section
l, but also includes a second company of 50
which the director or a related person is also a director, or a close
corporation
of which the director or a related person is a member.”;
and
(b) by the substitution for subsections (7) and (8) of the following subsections:
“(7) A decision by the board, or a transaction or agreement approved 55
by the board, or by a company as contemplated in subsection (3), is valid
despite any personal financial interest of a director or person related to
the director, only
if [it]-

62 No. 34243 GOVERNMENT
GAZETTE. 20 APRIL 2011
Act No.3 of 2011 COMPANIES AMENDMENT ACT, 2011
(a) i! was approved following disclosure of that interest in the manner
contemplated in this section; or
(b) despite having been approved without disclosure of that interest,
it-
ill has subsequently been ratified by an ordinary resolution of the 5
shareholders following disclosure
of that interest; or
(ii) has been declared to be valid by a court in terms
of subsection
ru. (S) A court, on application by any interested person, may declare valid
a transaction or agreement that had been approved
by the board, or J 0
shareholders, as the case may be, despite the failure of the director to
satisfy the disclosure requirements
of this section.”.
Amendment of section 77 of Act 71 of 2008
49. Section 77 of the principal Act is hereby amended-
( a) by the substitution in subsection (3) for paragraph (d)(ii)lbb) of the following 15
sub-item:
“(bb) a statement to the effect that a person had consented to be a director
of the company, when no such consent had been given,
[despite knowing that the statement was false, misleading or untrue,
as the case may be, but the provisions of section 104 (3), read with the 20
changes required by the context, apply to limit the liability of a
director in terms of this paragraph; or] despite knowing that the statement was false, misleading or untrue, as the
case
may be, but the provisions of section 104 (3), read with the changes
required by the context, apply to limit the liability
of a director in terms of 25
this paragraph;
or”; and
(b) by the substitution in subsection (3)(e)-
(i) for subparagraphs (iv) and (v) of the following subparagraphs:
“(iv) the provision of financial assistance to any person contem­
plated in section 44 for the acquisition
of securities of the 30
company, despite knowing that the provision of financial
assistance was inconsistent with section
44 or the compa-
ny’s Memorandum
of Incorporation[, to the extent that the
resolution or agreement has been declared void in terms
of section 44(5), read with section 218(1)]: 35
(v) the provision
of financial assistance to a director for a
purpose contemplated in section 45, despite knowing that
the provision of financial assistance was inconsistent with
that section or the company’s Memorandum
of Incorpora-
tion [, to
the extent that the resolution or agreement has 40
been declared void in terms of section 45(6), read with
section 218(1)];”; and
(ii) for subparagraph (viii)
of the following subparagraph:
“(viii) an allotment by the company, despite knowing that the
a11otment was contrary to any provision
of Chapter 4[, to 45
the extent that the allotment or an acceptance is
declared void under section 109(1) read with section
218(1)].”.
Amendment of section 78 of Act 71 of 2008
50.
Section 78 of the principal Act is hereby amended- 50
(a) by the substitution for subsection (3) of the following subsection:
“(3) [A] Subject to subsection (3A), a company may not directly or
indirectly pay any fine that may be imposed on a director
of the company,
or
on a director of a related company, [who has been] as a consequence

64 No. 34243
Act
No. 3 of 2011
GOVERNMENT GAZETTE, 20 APRIL 2011
COMPANIES AMENDMENT ACT, 201!
of that director having been convicted of an offence [in terms of any
national legislation], unless the conviction was based on strict
liability.”;
(b) by the insertion after subsection (3) of the following subsection:
“(3A) Subsection (3) does not apply to a private or personal liability 5
company
if-
(a) a single individual is the sole shareholder and sole director of that
company; or
(b) two or more related individuals arc the only shareholders of that
company, and there are no directors
of the company other than one I 0
or more of those individuals.”;
(c) by the substitution in subsection (6) for subparagraph (ii) of the following
subparagraph:
“(ii) from [willfnl] wilful misconduct or [willful] wilful breach of trust
on the part of the director;
or”; and — 15
(d) by the substitution in paragraph (b) of subsection (7) for the words preceding
subparagraph (i)
of the following words:
“the company against any contingency including, but not limited to-“.
Amendment of section 82 of Act 71 of 2008
51. Section 82 of the principal Act is hereby amended- 20
(a) by the substitution for subsection (I) of the following subsection:
“(I) [When] The Master must file a certificate of winding up of a
company
in the prescribed form when the affairs of [a] the company have
been completely wound up
[,and a court order of final liquidation has
been
made, the Master must promptly file a certificate to that effect, 25
together with a copy of the court order].”;
(b) by the substitution in paragraph (a) of subsection (3) for the words preceding
subparagraph (i)
of the following words:
“the company has transferred its registration to a foreign jurisdiction in
terms
of subsection (5), or-“; 30
(c) by the substitution in subsection (3)(b) for subparagraph (i) of the following
subparagraph: (i) has determined
in the prescribed manner that the company appears
to have been inactive for at least seven years, and no person has
demonstrated a reasonable interest in, or reason for,
[it’s] its 35
continued existence;
or”; and
(d) by the insertion after subsection (4) of the following subsections:
“(5) A company may apply to be deregistered upon the transfer of its
registration to a foreign jurisdiction,
if
(a) the shareholders have adopted a special resolution approving such 40
an application and transfer of registration; and
(b) the company has satisfied the prescribed requirements for doing so.
(6) The Minister may prescribe criteria and procedural requirements
that must be satisfied by a company before it may be de-registered in
terms
of subsection (5).”. 45
Amendment of section 83 of Act 71 of 2008
52. Section 83 of the principal Act is hereby amended by the substitution for
subsection
(I) of the following subsection:
“(I) A company is dissolved as of the date its name is removed from the
companies register unless the reason for the removal
is that the company’s 50
registration has been transferred to a foreign jurisdiction, as contemplated in
section 82(5).”.
Amendment of section 84 of Act 71 of 2008
53. Section 84 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) tor paragraph (a) of the following 55
paragraph:

66 No. 34243
Act No. 3 of 2011
GOVERNMENT GAZETTE. 20 APRIL 2011
COMPANIES AMENDMENT ACT. 2011
“(a) every public company, subject to [subsection (2) and section] sections 5(6) and
94(1);”;
(h) by the substitution in subsection (I) for paragraph (c) of the following
paragraph:
“(c) a private company, a personal liability company or a non-profit 5
company [,only to the extent contemplated in section 34(2) or as
otherwise required by this Act to have its financial statements
audited]-
(i) if th”‘e=-=c-=o=m::p::a”n”y~i”‘s-:r::e-=q:-:u”‘ir”ed:n:b”‘y'””‘th”i”‘s’A”c”·t-=o::r-:t”‘h=c-=r::e-=g”u”Ia”l!”=·o-=n”‘s-:t=o’
have its annual financial statements audited every year: 10
Provided
that the provisions of Parts B and D of this Chapter
will not apply to any such company; or
(ii) otherwise, only to the extent that the company’s Memorandum
of Incorporation so requires, as contemplated in section
34(2).”: 15
(c) by the deletion of subsection (2); and
(d) by the substitution in subsection (6) for the words preceding paragraph (a) of
the following words:
“If the board of a [public company or state-owned] company fails to
make an appointment
[contemplated in subsection (4) in accordance 20
with] as required by this Part-“.
Amendment of section 86 of Act 71 of 2008
54. Section 86 of the principal Act is hereby amended-
( a) by the substitution for subsections (I) and (2) of the following subsections:
“(I) A public company or state-owned company must appoint [a 25
person knowledgeable or experienced in relevant laws as] a company
secretary. (2) Every company secretary
[must be a permanent resident of the
Republic, and must remain so while serving in that capacity],
irrespective of whether the appointment is made as required by 30
subsection (I) [, or voluntarily] or in terms of a requirement in a
company’s Memorandum
of Incorporation, as contemplated in [section] sections 34(2) and
84( I )(c )(ii), must-
( a) have the requisite knowledge of, or experience in, relevant laws;
and 35
(b) bea permanent resident of the Republic, and remain so while
serving in that
capacity.”; and
(b) by the insertion after subsection (3) of the following subsection:
“(3A) The first company secretary of a company that is required only
in terms
of its Memorandum of Incorporation to appoint a company 40
secretary as contemplated in sections 34(2) and 84(l)(c)(ii), must be
appointcd-
(a) in accordance with subsection (3), if the requirement to appoint a
company secretary applies to that company when it is incorporated;
or 45
(b) within 40 business days after the date on which the requirement first
applies to the company, by
either-
(i) the directors of the company; or
(ii)
an ordinary resolution of the holders of the company’s
securities.”. 50
Amendment of section 90 of Act 71 of 2008
55. Section 90 of the principal Act is hereby amended by the insertion after subsection
(I) of the following subsection:
“(I A) A company referred to in section 84(1 )(cJ(i), or a company that is required
only in terms
of its Memorandum of Incorporation to have its annual financial 55
statements audited as contemplated in sections 34(2) and 84(1 )(c)(ii). must appoint
an auditor-
fa) in accordance with subsection (l), if the requirement to have its annual
financial statements audited
applies to that company when it is incorporated;
or
60

68 No. 34243 GOVERNMENT GAZElTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(b) at the annual general meeting al which the requirement first applies to the I
company, and each annual general meeting thereafter.”.
Amendment of section 91 of Act 71 of 2008
56. Section 91 of the principal Act is hereby amended by the insertion after subsection
(5)
of the following subsection: 5
“(6) Section 89, read with the changes required by the context, applies with
respect to
an auditor of a company, hut a reference in that section to ”company
secretary” must be regarded a~ referring to the company’s auditor.”.
Amendment of section 94 of Act 71 of 2008
57. Section 94 of the principal Act is hereby amended- 10
(a) by the substitution in subsection (2) for the words preceding paragraph (a) of
the following words:
“At each annual general meeting. a public company [or], state-owned
company [,] or other company that [bas voluntarily
determined to have
an audit committee] is reguired only by its Memorandum of Incorpo- 15
ration to have an audit committee as contemplated in [section] sections
34(2) and
84(1 )(c)(ii). must elect an audit committee comprising at least
three members, unless- ·•;
(h) by the substitution in subsection (7) for paragraph (i) of the following
paragraph:
20
“(i) to perform such other oversight functions as may be determined by
the board [including the
development and implementation of a
policy
and plan for a systematic, disciplined approach to
evaluate
and improve the eft’ectiveness of risk management,
control, and governance processes within the company].”; 25
(c) by the substitution in subsection (8)(a) for subparagraph (ii) of the following
subparagraph:
“(ii) for rendering other services to the company. to the extent permitted
in terms of subsection ((6)]Q2(d);”; and
(d) by the substitution for subsection (9) of the following subsection: 30
“(9) Nothing in this section precludes the appointment by a [public] company at its
annua1 genera] meeting of an auditor other than one
nominated by the audit committee, but
if such an auditor is appointed, the
appointment is valid only if the audit committee
is satisfied that the
proposed auditor is independent
of the company.”. 35
Amendment of section 95 of Act 71 of 2008
58. Section 95 of the principal Act is hereby amended-
( a) by the substitution in paragraph I c) of subsection (I) for the words preceding
subparagraph (i)
of the following words:
” ’employee share scheme’ means a scheme established by a company, 40
whether by means of a trust or otherwise, for the purpose of offering
participation therein solely to employees, [and] officers and other
persons closely involved
in the business of the company or a subsidiary
of the company, either-“;
(b) by the substitution in subsection (I) for paragraph (i) of the following 45
paragraph:
“(i) ‘primary oft’ering’ means an offer to the public, made by or on
behalf
of a company, of securities to be issued by that company, or
£):: another company-
[(aa)] ill within a group of companies of which the first company is 50
a member; or
((bb)](ii) with [whom] which the first company proposes to be
amalgamated
orto’iilcrge[; or) –
((cc) into which the first company proposes to be amalgam-
ated].”; and 55

70 No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
(c) by the insertion after subsection (6) of the following subsection:
“(7) The Minister may make regulations-
(a) establishing general or specific requirements respecting the form
and content
of rights offers, letters of allocation and prospectuses;
(b) prescribing the manner and form to be followed in filing and 5
publishing of rights offers, letters of allocation and prospectuses;
and
(c) in respect of related or anciJiary matters concerning the offering of
company securities.”.
Amendment of section 97 of Act 71 of 2008
59. Section 97 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for the words preceding paragraph (a) of
the following words:
10
“An employee share scheme qualifies for exemptions contemplated in
sections 41(2)(d), 44[(2)(c)(i)) (3)(a)(i) or 45[(2)(c)(i)] (3)(a)(i) [of) or 15
otherwise contemplated in this Chapter, if~”; and
(b) by the substitution in subsection (2) for paragraphs (c) and (d) of the following
paragraphs:
“(c) must ensure that copies of the documents containing the informa-
tion referred to
in paragraph (b) are filed within 20 business days 20
after the employee share scheme has been established; and
(d) must file a certificate within 60 business days after the end of each
financial year, certifying that the compliance officer has complied
with the obligations in terms
of this section during the past financial
year.”. 25
Amendment of section 98 of Act 71 of 2008
60. Section
98 of the principal Act is hereby amended by the substitution in subsection
(3) for paragraph
(a) and (b) of the following paragraphs:
“(a) that satisfies the requirements of subsection (2)(a) and (h) is not required to be
filed, or registered with an exchange; [and] or
30
(b) that does not satisfy all of the requirements set out in subsection (2)( a) and (b)
will, despite any statement to the contrary contained in the advertisement, be
regarded as having been intended to be a prospectus [,] issued by the person
responsible for publishing or disseminating the advertisement,
[if it does not
include the statements required by subsection (2)(a), despite any 35
statement to the contrary contained in the advertisement] and is subject to
every provision of this Act relating to such a
prospectus.”.
Amendment of section 99 of Act 71 of 2008
61. Section
99 of the principal Act is hereby amended by the substitution in subsection
( l) for paragraph
(b) of the following paragraph: 40
“(b) in the case of a foreign company, a copy of its Memorandum of Incorporation
or comparable governing document, and a
Jist of the names and addresses of
its directors, has been filed within 90 business days before the offer to the
public is
made.”.
Amendment of section 100 of Act 71 of 2008 45
62. Section 100 of the principal Act is hereby amended-
( a) by the substitution in subsection (2) for the words preceding paragraph (a) of
the following words:
“[Subject) Every prospectus is subject to the requirements and
provisions
of sections 102 to Ill [, a prospectus] and, in addition, 50
must-”; and

72 No. 34243 GOVERNMENT
GAZEITE, 20 APRIL 2011
Act No. 3 of 2011 COMPANIES AMENDMENT ACT. 2011
(b) by the substitution in paragraph (c) of subsection ( 13) for the words preceding
subparagraph (i)
of the following words:
“(c) the court, on an application in terms of paragraph (b)(ii), may make
any order that
is just and equitable in the circumstances r,l
including, but not limited to, an order-“. 5
Amendment of section 101 of Act 71 of 2008
63. Section I 0 I of the principal Act is hereby amended by the substitution in
subsection
(6)(d) for subparagraph (vii) of the following subparagraph:
“(vii) whether or not the securities are listed on an exchange, or permission to deal
in those securities has been granted by an exchange, other than that referred to I
0
in subsection (I), and [,]-
(aa) if so, [which] a statement naming that exchange[, and]: or
( bb) if not, a statement that they are not so listed and that no such permission
has been
granted;”.
Amendment of section 102 of Act 71 of 2008
64. Section 102 of the principal Act is hereby amended-
( a) by the substitution in subsection (I) for the words preceding paragraph (a) of
the following words:
“In any prospectus relating to securities of a company: a person must
15
not-“; 20
(b) by the substitution in subsection (l)(a) for subparagraph (ii) of the following
subparagraph:
“(ii) the prescribed return reflecting the relevant particulars in regard to
that second
person[,] has been filed; or”; and
(c) by the substitution in subsection (2) for paragraph (b) of the following 25
paragraph:
“(b) [to]the use of that person’s name in the prospectus.”.
Amendment of section 104 of Act 71 of 2008
65. Section I 04 of the principal Act is hereby amended-
( a) by the substitution for subsection (I) of the following subsection: 30
“(I) If securities are offered to the public for subscription or sale [,] pursuant to a prospectus, every-
( a) person who becomes a director between the issuing of the
prospectus and the holding
of the first general shareholders meeting
at which directors are elected
or appointed; 35
(b) person who has consented to be named in the prospectus as a
director, or
as having agreed to become a director either immedi­
ately or after
an interval of time;
(c) promoter of the company: or
(d) person who- 40
(i) authorised the issue of the prospectus [,] or, under this Act. is
regarded as having authorised the issue of [that]the prospec-
tus; or
(ii) made that offer to the public,
[is liable
to compensate any person who acquired securities on 45
the faith of the prospectus for any loss or damage the person
may have sustained as a result of any untrue statement in the
prospectus, or
in any report or memorandum appearing on the
face of, issued with, or incorporated
by reference in, the
prospectus.] SO
is liable to compensate any person who acquired securities on the faith
o the prospectus
or any oss or amage the person may have sustamed
as a result
of any untrue statement in the prospectus, or in any report or
memorandum appearing on the face of, issued with, or incorporated by
reference in, the
prospectus.”; and 55

74 No. 34243 GOVERNMENT GAZETTE. 20 APRIL 20 II
Act No. 3 of 2011 COMPANIES AMENDMENT ACT, 2011
(b) by the substitutio

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