Registration and Administration of Companies

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Executive and non-executive directors in terms of the new Companies Act

The Companies Act 61 of 1973 (referred to here as the ‘old Act’) distinguished between the rights and duties of executive and non-executive directors. The relationship between the company and its executive directors was regulated by their employment or service agreements and by prevailing corporate laws. Under the old Act, executive directors are employees of […]

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Directors duties and liability under the new Companies Act

The role of company directors has changed quite dramatically with the inception of the new Companies Act in May this year. In terms of the previous Companies Act 61 of 1973 (the “old Act”), a distinction was drawn between executive and non–executive directors whilst the new Act does not draw any distinction. This means that […]

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The future of shareholders agreements under the new Companies Act

Under the previous Companies Act of 1973, shareholders agreements (and share sale agreements) played a very important role and proved to be a powerful business tool in negotiations between shareholders and with investors. They were also vital for the general growth and management of a company. In many instances, these agreements determined important issues such […]

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The new Companies Act – the memorandum of incorporation (MOI)

In the third of a series of articles, to be published in De Rebus magazine, regarding the implications of new Companies Act of 2008, Paul Descroizilles, briefly discusses the nature and content of the memorandum of incorporation (hereafter referred to as the “MOI”). Under the current Companies Act a company must have a memorandum of […]

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