COMPANIES BILL - Department of Trade and Industry

BILLTo provide for the incorporation, registration, organisation and management ofcompanies, the capitalisation of profit companies, and the registration of offices offoreign companies carrying on business within the Republic; to define therelationships between companies and their respective shareholders or membersand directors; to provide for equitable and efficient amalgamations, mergers andtakeovers of companies; to provide for efficient rescue of financially distressedcompanies; to provide appropriate legal redress for investors and third partieswith respect to companies; to establish a Companies and Intellectual PropertyCommission and a Takeover Regulation Panel to administer the requirements ofthe Act with respect to companies, to establish a Companies Ombud to facilitatealternative dispute resolution and to review decisions of the Commission; toestablish a Financial Reporting Standards Council to advise on requirements forfinancial record-keeping and reporting by companies; to repeal the CompaniesAct, 1973 (Act No. 61 of 1973), and make amendments to the Close CorporationsAct, 1984 (Act No. 69 of 1984), as necessary to provide for a consistent andharmonious regime of business incorporation and regulation; and to provide formatters connected therewith.BE IT ENACTED by the Parliament of the Republic of South Africa, asfollows:—ARRANGEMENT OF SECTIONSCHAPTER 1INTERPRETATION, PURPOSE AND APPLICATIONPart AInterpretation1. Definitions2. Related and inter-related persons, and control3. Subsidiary relationships4. Solvency and liquidity test5. General interpretation of Act6. Anti-avoidance, exemptions and substantial compliance510Part BPurpose and application7. Purposes of Act8. Categories of companies9. Modified application with respect to state-owned enterprises10. Modified application with respect to non-profit companies15