Consumer Protection Act: Requirements for consumer contracts
The Consumer Protection Act 68 of 2008 enters into full force on 1 April 2011 and contains a number of requirements for consumer agreements. The purpose of this article is to provide a concise overvi ...Read More

Choosing the way your company is regulated
Even though the final version of the Companies Act has now been published, it will only came into effect and replace the current 1973 Act after a period of 12 months has lapsed from date of publicatio ...Read More

New Companies Act signed into law
On 16 April 2009 the department of trade and industry announced that President Kgalema Motlanthe has signed the Companies Bill, which will now be known as the Companies Act 2008. ...Read More

Corporate reform to continue with King III
The “comply and explain” approach of King II is watered-down by King III which now only requires entities to apply and explain. ...Read More

Director’s Duties in terms of the companies bill, 2008
Currently director’s duties are regulated by the common law, Companies Act of 1973 and the Corporate Laws Amendment Act of 2006. Once the Companies Bill of 2008 becomes law, the statutory duties as is ...Read More

Three key bills expected to become law in 2009
As previously reported by Floor Inc, the Companies Bill will replace the current Companies Act, which have been effective since 1973. ...Read More

When is a company not able to pay its debts?
The court held that if a company was able to obtain finance from a third person in order to satisfy its creditors, it cannot be deemed unable to pay its debts. ...Read More

Competition Amendment Bill widens scope for anti-competitive behaviour
South Africa’s competition authorities have been very busy since its introduction in the late 90s. This is especially true in the realm of investigating mergers and acquisitions for possible violation ...Read More

Financial Reporting for companies
On 14 December 2007 the Corporate Laws Amendment Act finally became law and brought with it a new dispensation for allowing a company to provide financial assistance for the purchase of its shares and ...Read More

Piercing of the corporate veil of close corporations
Separate legal personality is one of the characteristics of close corporations (“CC’s”) and companies and since 1897 companies have been seen as being equal in law to a natural person. Once incorporat ...Read More

Corporate Laws Amendment Act finally becomes law
Previously Floor Incorporated Attorneys reported that important changes will be effected to South Africa’s corporate landscape before the implementation of the much talked about Companies Bill (which ...Read More

Contracts are rectifiable
A written and signed document is, save for the purchase of land and where legislation requires a written contract, not a requirement for the validity of an agreement. However, due to the evidentiary p ...Read More

Proposed code for director remuneration
South African Institute of Directors (IoD) recently announced that it will launch a code of good practice for director remuneration committees (“the code”) in order to address the issue of executive r ...Read More

Inconsistencies between pending corporate legislation
During the course of 2007 Floor Inc reported on the expected legislation which was to facilitate the long awaited corporate law reform in South Africa. Two pieces of legislation are set out with t ...Read More

Minority shareholders afforded more protection
As we reported in numerous previous articles, the Companies Bill (the “Bill”) contains better protection for minority shareholders. Such increased protection is especially important for minority share ...Read More

Another change to the South African corporate landscape…
It was recently announced that the second King Code (King II), which was published in 2002, will be updated during the course of 2008 (already speculated to be called King III). Even though this annou ...Read More

The rules of competition to get tougher
Currently the Competition Act is being reviewed in order to tighten the rules regulating competition. The amendments that may be proposed would not deal with the entire Act and all aspects surrounding ...Read More

Restraint of trade clause still a powerful mechanism
A recent court case in the Supreme Court of Appeal confirmed the power of the restraint of trade clause in an employment agreement. In order to decide whether a restraint of trade clause is enforc ...Read More

BEE made easy
The Department of Trade and Industry recently released an interpretive guide to understanding the Broad-based Black Economic Empowerment Act’s Codes of Good Conduct. The dti released this guide on 28 ...Read More

Limited liability of directors still intact
When starting a new business venture in South Africa, an entrepreneur has a vast number of options as to the form of the business organisation, including close corporations, partnerships and sole prop ...Read More

Quick fix for corporate compliance?
Corporate Governance in South Africa, as in most parts of the world, relies on the principle of self-regulation in order to ensure compliance with corporate governance principles and to combat misuse ...Read More

Important changes to company law
As previously reported by Floor Inc there is currently draft legislation out, namely the Companies Bill, which will transform the corporate landscape as we know it. On 11 April 2007 the President sign ...Read More

BEE Fronting: Will your business move forward?
Ever since Trevor Manual criticised the implementation of Black Economic Empowerment in March this year, BEE has been receiving its fair share of attention, not only from the media, but from various b ...Read More

Small enterprises benefit from revised BEE Codes
In our February newsletter, Floor Inc reported that the BEE Codes have yet again been revised by the legislature and although the revised Codes are criticized for one again changing the face of BEE co ...Read More

Effectiveness of non-executive directors in the limelight (again…)
In the aftermath of massive corporate failures in the likes of ENRON, Maxwell Enterprises and Leisurenet in the USA, UK and South Africa, corporate governance principles has been updated by means of r ...Read More

Companies Bill Update
On Friday 16 March 2007 the Trade and Industry Portfolio Committee (the “Portfolio Committee”) of Parliament sat for the first time to discuss the new Companies Bill (the “Bill”) which has recently be ...Read More

Regulatory bodies proposed as new corporate watchdogs
Various regulatory and overseeing bodies are proposed by the Companies Bill in order to oversee the compliance with the various corporate acts by affected companies, specifically to enforce compliance ...Read More

Companies Bill proposes rescue system for troubled companies
Companies that find themselves in financial difficulties will undergo a complete different process of corporate rescue then what is currently practiced by judicial managers. Despite having been the re ...Read More

New Corporate dispensation for SA
Corporate failures and the changes in the economic and political landscape in South Africa as well as changes in corporate structures and financial reporting instruments, led to the announcement of co ...Read More

South Africa’s BEE policy in trouble
The South African government is being challenged on its BEE policy and the result could open the floodgates for further challenges. Despite sensitivity to the issue, this development can perhaps be at ...Read More

BEE: Where are we now?
For the last couple of years Broad-based Black Economic Empowerment (“BEE”) has featured prominently in the headlines. One cannot open a business publication without reading something on BEE. Just bef ...Read More

Shareholders Agreements a necessity
It is better not to be a shareholder in a business if you do not have a shareholders’ agreement unless, of course, you have deep pockets and do not mind litigating (which some people do seem to have a ...Read More

Closed Corporations need to submit annual returns or cease operations
On 10 November 2006 President Thabo Mbeki ordered the commencement of certain sections of the Corporate Laws Amendment Act No. 39 of 2002. Although this Corporate Laws Amendment Act has entered into f ...Read More

The Consumer Protection Bill will change the rules of promotional competitions
We have all received mail which either states on the envelope or on the letter something like “Congratulations! You have won….” If the Consumer Protection Bill comes into force, as it now stands, cons ...Read More

Over-booking and over-selling illegal
In terms of the new Consumer Protection Bill suppliers will no longer be allowed to over-sell or over-book any goods or services. It has perhaps always been doubtful whether over-booking or over-selli ...Read More

Quotations for work done a necessity
Service providers who supply repair or maintenance services or who supply or install any replacement parts must give quotations. Failure to provide quotations will result in the service provider being ...Read More

Bundled offerings to be prohibited
In terms of the draft Consumer Protection Bill businesses shall no longer be allowed to offer bundled services or packages. Specifically the Bill states that a business many no longer supply to a cons ...Read More

Businesses take note – Consumer Differentiation
One of the objectives of the Consumer Protection Bill, released in March this year, is that goods and service suppliers should not unfairly target particular market segments. This seems like an admira ...Read More

Vast changes to South Africa’s corporate laws
On 8 May 2006 the draft Corporate Laws Amendment Bill was tabled before Parliament and it promises to change the corporate landscape as we know it. Probably the most important change that is proposed, ...Read More

Prohibited practices: a focus on price fixing on a horizontal level
The Competition Act prohibits three types of horizontal conduct per se, which means that no justification is allowed for their existence. They are price fixing, market allocation and collusive tenderi ...Read More

Consumer Protection Bill
The department of Trade and Industry (“DTI”) has released the Consumer Protection Bill hot on the heels of the recently introduced National Credit Act. The timing of introducing these two consumer law ...Read More

Confusion surrounding mortgage bonds cleared up
A mortgage bond is an indispensable tool for the spreading of home ownership’ says the Constitutional Court in its recent ruling in Standard Bank v Saunderson. This is especially the case when one con ...Read More

BEE uncertainty cleared
The Department of Trade and Industry has on 1 November 2005 released the final BEE Codes of Good Practice. ...Read More

Administration and legal requirements for company decisions: special resolutions and unanimous assent
It seems that more and more companies are confused as to how they should go about making decisions, in other words, what formal requirements companies need to meet in order to have a valid decision. N ...Read More

The New Companies Act Amendment Bill
The Department of Trade and Industry issued the new Companies Act Amendment Bill in the Government Gazette of 13 July 2005. The Gazette only became available to the public on the 19th of July. In t ...Read More

New BEE draft codes
The Department of Trade and Industry released the new revised codes of good practice on empowerment. These codes are supposed to act as guidelines for empowerment transactions. At this stage the actua ...Read More

Accounting for BEE transactions - SAICA's draft interpretation
The South African Institute for Chartered Accountants issued a draft interpretation of statements of Generally Accepted Accounting Practice (GAAP) for Broad-Based Black Economic Empowerment transactio ...Read More

Implementation of Mergers subject to pending Competition Law Approval
In terms of section 13A(3) of the Competition Act 89 of 1998 (the “Act”), parties to an intermediate or large merger may not implement that merger until it has been approved, with or without condition ...Read More