Recent developments: Recent developments in Corporate law: Part 1

• Jurisdiction: South Africa
• Date: 03 September 2019
• Published date: 03 September 2019
• Pages: 1-12
• Citation: (2000) 12 SA Merc LJ 1
• Author: Anneli Loubser

Recent Developments in Corporate Law:

Part 1

ANNELI LOUBSER

University of South Africa

1 Introduction

After many years of relative calm, South African company law

experienced what can only be termed a flurry of activity during 1998 and

1999. No less than three Companies Amendment Acts were passed

in 1998 (Act 35 of 1998, Act 60 of 1998 and Act 125 of 1998) as well as the

all-new Insider Trading Act 135 of 1998, and yet another Companies

Amendment Act was promulgated in 1999 (Act 37 of 1999). Some of

the amendments brought about by these Acts were little more than

cosmetic surgery, but others introduced radical and far-reaching changes.

This analysis highlights amendments relating to translations of

companies' names, offers of shares to the public, acquisition by a com-

pany of its own shares, and payments to shareholders. Some other less

important amendments will be mentioned briefly. The analysis by Luiz

(see infra at 13) will deal with the effect of amendments on dispositions in

terms of s 228, disclosure of beneficial interests in listed securities,

mandatory offers under the Securities Regulation Code on Takeovers

and Mergers, and the appointment of company secretaries.

2 Complying with the Constitution

Sections 42, 43, 50 and 57 of the Companies Act 61 of 1973 (`the

Companies Act') all previously referred to the translation of the name

(ss 42, 43 and 50) or the memorandum (s 57) of a company in 'the other

official language'. These sections had to be amended to comply with the

Constitution of the Republic of South Africa, Act 108 of 1996, which

gave equal rights to eleven official languages (see s 6 of the Constitution).

In an effort to prevent the confusion which could be created if companies

were allowed to do business under several different names, a company

may register its name in only two official languages. Section 57 allows a

company to substitute for its existing memorandum a translation of it in

another official language. Considering the fact that, apart from the

original Afrikaans and English versions, no official translations as yet

exist of any of the official CM Forms, including the memorandum

(Forms CM 2A—D and Form CM 3), this provision is rather meaningless

at present. In terms of reg 2(4) of the Companies Administrative

Regulations all documents to be lodged with the Companies Registra-

tion Office must be in one of the official languages of the Republic of

South Africa. This means that a company being registered for the first

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(2000) 12 SA Merc LJ 1

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