South Africa Companies Act 2008 – Company Law

South Africa Company Law is a set of rules and regulation formed under the South Africa Companies Act 2008. You will find below the key extracts from the South Africa Companies Act along with the full act.

Company Name

The name of a company must not:

• Be the same as the name of another company, domesticated company, registered external company, close corporation or co-operative or be confusingly similar
• Be the same as a registered trade mark belonging to a person other than the company or be confusingly similar

A company name, irrespective of its form or language, must end with one of the following expressions, as appropriate for the category of the particular company. “Incorporated”,“Proprietary Limited”, “Limited”, “SOC Ltd.”, “NPC” or there abbreviations.

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

Registered Office

Each company or external company must continuously maintain at least one office in the Republic; and register the address of its office, or its principal office if it has more than one office initially in the case of:

• a company, by providing the required information on its Notice of Incorporation; or
• an external company, by providing the required information when filing its registration

Memorandum of Incorporation

Each provision of a company‟s Memorandum of Incorporation-

Must be consistent with this Act; and

The Memorandum of Incorporation of any company may-

Include any provision-

Dealing with a matter that this Act does not address;

Altering the effect of any alterable provision of this Act; or

Imposing on the company a higher standard, greater restriction, longer period of time or any similarly more onerous requirement, than would otherwise apply to the company in terms of an unalterable provision of this Act

Prohibit the amendment of any particular provision of the Memorandum of Incorporation; or

Not include any provision that 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 paragraph (a)(iii).

Directors

The business and affairs of a company must be managed by or under the direction of its board, which has the authority to exercise all of the powers and perform any of the functions of the company, except to the extent that this Act or the company‟s Memorandum of Incorporation provides otherwise.

The board of a company must comprise:

• in the case of a private company, or a personal liability company, at least one director; or
• in the case of a public company, or a non-profit company, at least three directors.

Certificate of Good Standing

In South Africa the Companies and Intellectual Property Commission do not issue Certificates of Good Standing for registered companies. A Certificate of Confirmation can be provided from the Registry which confirms the current company details on the company, filed at the Intellectual Property Commission.

The Certificate of Confirmation for a South African Company includes the company name, company registration numbers, company addresses, details of the current company directors and shareholders and confirms the company status.

Company Restoration

At any time after a company has been dissolved-

The liquidator of the company, or other person with an interest in the company, may apply to a court for an order declaring the dissolution to have been void, or any other order that is just and equitable in the circumstances; and if the court declares the dissolution to have been void, any proceedings may be taken against the company as might have been taken if the company had not been dissolved.