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On Friday 26 July 2024, after a long wait, a Presidency media statement announced that the President has signed the Bills into law. The Bills have yet to be gazetted (as of 29 July 2024) and there is no clarity as to their anticipated effective date or whether companies will have a transitionary period of time in which to comply with the amendments.
The promulgation of the Bills will see a number of changes being made to the existing Companies Act; please refer to our previous memorandum for a more detailed analysis of certain of the amendments: Memorandum on the Companies Amendment Bills.
Many of these changes will assist companies in doing business in South Africa and have been received with great anticipation. For example, the amendment to section 45 removes the requirement for a company to pass a financial assistance resolution when providing financial assistance to its subsidiary and section 48(8) streamlines the process for repurchases of a company's own shares.
Other changes aim at facilitating greater corporate transparency. For example, the amendments to section 30 will now require the naming of prescribed officers along with their remuneration in financials, and the introduction of section 30A requires the remuneration policy of the company to be approved by its shareholders.
Public companies should carefully consider the impact of the Bills on their notice of AGMs as certain items, which previously may have been non-binding advisory votes, will now become agenda items that require definitive shareholder approval. Once the Bills have been gazetted, there should be greater clarity on the effective date.
