The Companies Amendment Bill, 2018 was gazetted on Friday 21 September 2018. The Bill proposes the first amendments to the Companies Act, 2008 since the Act came into effect in 2011.
Some of the proposed amendments to the Act are highlighted below.
- Filing of Annual Financial Statements and Securities Register
Currently, a company which is required by the Act or the Regulations to have its annual financial statements audited must submit a copy of its annual financial statements to the Companies and Intellectual Property Commission (CIPC) when filing its annual return. There is no obligation to file a copy of the securities register at CIPC (and neither can a copy of the securities register be filed voluntarily).
Under the Amendment Bill, every company must submit a copy of its latest annual financial statements and a copy of its securities register when filing its annual return.
- Disclosure of Remuneration of Individuals
Currently, a company which is required by the Act to have its annual financial statements audited must include particulars showing the remuneration and benefits received by each director or individual holding any prescribed office in the company.
Under the Amendment Bill, a company which is required by the Act to have its annual financial statements audited must include particulars showing the remuneration and benefits received by each director and prescribed officer in the company, and each individual must be named. Prescribed officers include senior managers who are not directors. Furthermore, the directors of a public company must prepare a report containing details of the remuneration and benefits awarded to individual directors, which report must be presented to the shareholders at the company’s annual general meeting.
- Private Companies which Require Takeover Regulation
Currently, the Takeover Regulation provisions of the Act and Regulations apply to a private company if more than 10% of the issued securities of the company have been transferred, other than by transfer between or among related or inter-related persons, within the period of 24 months immediately before the date of a particular affected transaction or offer.
Under the Amendment Bill, the Takeover Regulation provisions will apply to a private company if, at the time of the affected transaction, the company is required by the Act or the Regulations to have its annual financial statements audited.
The public may submit comments on the Amendment Bill to the Department of Trade and Industry by no later than 20 November 2018.
This article has been written by Janine Will, a Senior Associate in the Commercial Department of Garlicke & Bousfield Inc
NOTE: This information should not be regarded as legal advice and is merely provided for information purposes on various aspects of commercial law.