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A regulated company means a company to which Part B and Part C of the Companies Act
and Takeover Regulations apply, as determined in accordance with section 118(1) and
(2) – in other words, a public company, and a state-owned company. A private company
will be deemed to be a regulated company if it meets one of two criteria – namely: (1) if the
percentage of the issued securities have been transferred (other than by transfer between or
among related or inter-related persons) within a 2 year period immediately before the date
of a particular affected transaction or offer that exceeds the prescribed percentage of 10%
(prescribed in terms of Regulation 91), OR (2) if the MOI of a private profit company expressly
provides that it is a regulated company irrespective of whether the criteria in (1) apply or
not. An example of an affected transaction is e.g. the disposal of all or the greater part of the
assets of a business. Section 117(1)(c) sets out the definition of what an ‘affected transaction’
is in more detail.

Summary of Companies Act Amendments
Insert certain definitions and amend the Provide for circumstances under which a
definition of “securities” private company will be a regulated company
Clarify when a Notice of Amendment of a MOI Provide for the publication of the application
takes effect for exemption from the requirement to
appoint a social and ethics committee
Provide for CIPC to publish, as prescribed, Deal with the composition of a social and
the notice of the location of a company’s ethics committee
records
Differentiate where the right to gain access to Provide for a social and ethics committee
companies’ records may be limited report and remuneration report to also be
presented at an AGM of a public company
Provide for the preparation, presentation and Provide for the preparation by the social
voting on companies’ remuneration policy & and ethics committee of a social and
directors’ remuneration report ethics committee report as prescribed to
be presented at the AGM or shareholders
meeting (as the case may be)
Provide for the filing of a copy of the annual Extend the definition of an employee share
financial statements scheme to include situations where there are
purchases of shares of a company
Empower the court to validate the irregular Provide for post-commencement finance for
creation, allotment or issue of shares unpaid amounts that are due to the landlord
during business rescue proceedings

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