Page 24 - Profmark_2024_Directors Guide

The Amendment Act provides that any amendments to the MOI of a company will take
effect 10 business days after receipt of the notice of amendment by the Commission,
unless endorsed or rejected with reasons by the Commission prior to the expiry of the 10
business days period or such later dated, if any, as set out in the Notice of Amendment.
Section 21: To ratify Pre-Incorporation contracts.
Section 38: To issue shares: (but only within the classes, and to the extent, that the
shares have been authorised by or in terms of the company’s MOI, in accordance with
Section 36). The Amendment Act inserts a new Section 38A – which empowers a court,
on application by the company, or any party who holds an interest in the company, to
validate the irregular creation, allotment or issue of shares after satisfying itself that it is
just and equitable to do so in the circumstances.
Section 129: To resolve to institute business rescue proceedings.
Section 44–45: To authorise the provision of financial assistance for subscription of
securities and loans or other financial assistance to directors, provided certain conditions
are met. The Amendment Act amends Section 45 to exclude the provisions thereof from
applying to the giving of financial assistance by a holding company to its subsidiary.
Section 46: To authorise distributions provided all requirements of the Act have been
complied with.
Section 48: To acquire company or subsidiary shares in terms of the Act. The Section
requires that where the board has resolved that the company is to acquire a number of
its own shares, the decision must be approved by special resolution of the shareholders
of the company if any shares are to be acquired by the company from a director or
prescribed officer of the company, or a person related to a director or prescribed
officer of the company, and is subject to the requirements of Sections 114 and 115,
if, considered alone, or together with other transactions in an integrated series of
transactions, it involves the acquisition by the company of more than 5% of the issued
shares of any particular class of the company’s shares. The Amendment Act provides
that no special resolution will be required when the company is implementing a pro-rata
share buy-back where the shareholders affected are also a director, prescribed officer or
person related to a director or prescribed officer of the company.

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