Category Archives: 2012

PRESENTATION ON SECTION 46 OF THE COMPANIES ACT NO 71 OF 2008 by TERRY BRETT

INTRODUCTION Section 46 is headed “Distributions must be authorised by the board”. This Section is designed to protect: creditors; and minority shareholders. Creditors need to be protected from asset or dividend stripping but shareholders on the other hand have a legitimate entitlement to dividends or other distributions. Section 46 attempts to balance the rights of… Continue Reading

SECTIONS 44 AND 45 OF THE COMPANIES ACT NO 71 OF 2008 by TERRY BRETT

SECTION 44(1) Section 44  – Financial assistance for the subscription of securities. “Securities”: “means any shares, debentures, or other instruments, irrespective of their form or title issued or authorised to be issued by a profit company”. “Financial Assistance” excludes lending money in the ordinary course of business by a company whose primary business is the… Continue Reading

COMPANIES ACT NO 71 OF 2008 by Ira Epstein

PAR VALUE SHARES Old Act allowed par value and no par value share New Act precludes creation of new authorised par value share Existing par value shares remain May issue unissued par value shares from authorised capital as at 1 May 2011 if at least one such share issued New company cannot create or issue… Continue Reading

PROTECTION AFFORDED TO EMPLOYEES IN TERMS OF THE COMPANIES ACT by Danie Pretorius

ACCESS TO RECORDS Section 26: Access to Company records (such as MOI, AFS, Record of directors and Securities Registers) Employees can only rely on this insofar as they hold a beneficial interest in securities. Section 31: Access to financial statements or related information – Trade unions (business rescue purposes) No representivity / recognition Greater access… Continue Reading