Category Archives: Company / Corporate / Compliance

Beneficial Ownership Registers – Now Mandatory with CIPC Annual Returns

“It is imperative that ALL companies and close corporations ensure compliance with the beneficial ownership filing requirements, to ensure good corporate governance and business continuity.” (CIPC) Following changes to the Companies Act on 24 May 2023, company directors and members of close corporations are obliged to lodge and maintain a detailed Beneficial Ownership (BO) Register, along […]

Directors: Prepare and Submit Your Company’s Beneficial Ownership Register

“The lack of adequate, accurate and up-to-date beneficial ownership information facilitates money laundering and terrorist financing by allowing criminals to hide their true identities, and the true purpose and/or source or use of funds.” (Financial Intelligence Centre – FIC) South Africa’s grey listing by the Financial Action Task Force (FATF) earlier this year and the […]

Where does Fairness Belong in Your Business and Why Should You Care?

Many decisions are made on the basis of careful research and considerations about a variety of issues. Not all these deliberations will necessarily turn out to be correct. That in itself does not place question marks over the leadership’s execution of its responsibilities in terms of the Companies Act to act with due care, skill […]

Leadership, Ethics and Governance: The Benefits for Your Business

The European (and South African) authorities (refer to governance codes below) opted for a principles-based approach. However, governance cannot be truly effective without the integrity of purpose and actions which drive the ‘tone from the top’ leading to a strong moral compass founded on ethically-based values. The governance imperative Corporate Governance has been a topic of ongoing […]

Independent Non-Executive Directors: A Value-Add for Your SME?

Many small and medium-sized enterprises (SMEs) are owned and managed by the founder(s), sometimes with the involvement of family members, and in the early stages of the life of a small or medium-sized company there would seem to be little reason or motivation to appoint independent non-executive directors to the board. However, as an entity […]

COVID-19 and Directors: Your Duties and Liabilities in the Coronavirus Crisis

There are significant obligations placed on directors by the Companies Act and personal and criminal liabilities if they fail to meet these obligations. As a director you will no doubt be focusing on critical issues like keeping your business afloat and solvent (the CIPC has waived its right to intervene when a company becomes temporarily […]

Directors: “Knowing” Is A Potentially Career-Threatening Word for You

“An investment in knowledge pays the best interest” (Benjamin Franklin) The Companies Act 2008 places onerous duties on directors and if you do not meet these obligations, you risk personal liability for any damages flowing from these actions.  “Knowing” in the company law context A director gets “knowing” (actual knowledge) of the company by remaining […]

Directors: Be Careful, You Will Be Held More Accountable In 2020

The past few years have seen scandals emerging in both the private and public sectors. Steinhoff, State Capture, Eskom, the Guptas and Bosasa, to name a few, have revealed how endemic corruption has become in South Africa. The National Prosecuting Authority (NPA) is now beginning to charge those who have been involved in these scandals. […]

The CIPC to Intensify Compliance Enforcement from January

The Companies and Intellectual Property Commission (CIPC) has announced new requirements for companies and close corporations when completing their Annual Returns. From 1 January 2020 it will be mandatory to complete a compliance questionnaire when submitting the Annual Return.  The rationale for the questionnaire The CIPC will use this questionnaire to assess areas of non-compliance with the […]

Your Shareholder Agreement versus Your Memorandum of Incorporation – There Is Only One Winner

Shareholder agreements usually form the backbone of shareholder relationships as they govern, for example, how shareholders sell their shares, how shareholder disputes are settled and the type of authority required for certain transactions. The Companies Act makes it clear that: If there is any conflict between the MOI (Memorandum of Incorporation) and the shareholders’ agreement, […]