Have Your Say: Companies Amendment Bill [B27-2023] and the Companies Second Amendment Bill [B26-2023]
Call for Public Submissions and Comments
The Portfolio Committee on Trade, Industry and Competition invites stakeholders and interested parties to submit written submissions on the Companies Amendment Bill [B27-2023] and the Companies Second Amendment Bill [B26-2023].
The Companies Amendment Bill seeks to:
- Amend the Companies Act, 2008, so as to change the definition of ‘securities’;
- Clarify when a Notice of Amendment of a Memorandum of Incorporation takes effect;
- Differentiate where the right to gain access to companies’ records may be limited;
- Provide for the preparation, presentation and voting on companies’ remuneration policy and directors’ remuneration report;
- Provide for the filing of a copy of the annual financial statement;
- Empower the court to validate the irregular creation, allotment or issue of shares;
- Clarify how shares which are not fully paid are to be dealt with;
- Exclude the subsidiary company from the requirements relating to financial assistance;
- Provide for instances where a special resolution is required for acquisition of shares by the company;
- Extend the definition of an employee share scheme to include situations where there are purchases of shares of a company;
- Provide for the circumstances under which a private company will be a regulated company;
- Deal with the composition of the social and ethics committee;
- Provide for the publication of the application for exemption from the requirement to appoint a social and ethics committee;
- Provide for the presentation of the social and ethics committee report at the annual general meeting or shareholders’ meeting as the case may be;
- Ensure the differentiation of duties between the chairperson of the Companies Tribunal and the Chief Operating Officer; and
- Provide for matters connected therewith.
The Companies Second Amendment Bill seeks to:
- Amend the Companies Act, 2008, so as to amend the time bars, in respect of proceedings to recover any loss, damages or costs for which a person may be held liable in terms of section 77 of the Companies Act;
- Amend the time bar for the bringing of an application to declare a person delinquent in terms of section 162(2) and (3) of the Companies Act; and
- Provide for matters connected therewith.
Interested individuals and stakeholders wishing to comment are kindly requested to forward written submissions to the Committee by no later than 12:00 pm on Monday, 2 October 2023. Those who want to make submissions at public hearings should specifically request this, but it should be noted that the granting of such requests for oral submission resides with the Committee. Public hearings have been scheduled for 17, 18 and 20 October 2023.
Copies of the Bills are available below:
All correspondence should be addressed to Ms J Hermans, Chairperson: PC on Trade, Industry and Competition, and marked for the attention of Mr A Hermans, PO Box 15, Parliament, Cape Town 8000. Submissions should be forwarded to the following email addresses: ahermans@parliament.gov.za; ymanakaza@parliament.gov.za; msheldon@parliament.gov.za.
Enquiries may be directed to Mr A Hermans at 083 709 8482, or via e-mail: ahermans@parliament.gov.za
Issued by: Ms J Hermans, Chairperson: Portfolio Committee of Trade, Industry and Competition
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