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COMPANIES AMENDMENT ACT AND SECOND AMENDMENT ACT,
2024

The Companies Amendment Act, no 16 of 2024 [hereinafter referred to as the
Amendment Act] and the Companies Second Amendment Act, no 17 of 2024
[hereinafter referred to as the Second Amendment Act] were signed into law by the
President on the 26 July 2024, and published in the Government Gazette on the 30 July
2024. At the time of publication hereof, the commencement date/s of the amendments
have not yet been proclaimed.
The Companies Amendment Act provides, inter alia:
■ For the removal of certain obstacles to legitimate business activity
■ For the facilitation of greater equity between directors and senior management on
the one hand, and shareholders and workers on the other hand – among other
things by ensuring greater transparency regarding the disclosure of senior executive
remuneration and its ‘reasonableness’. The Act provides that shareholders be
advised at annual general meetings of remuneration policies, the remuneration of
specified top executives and the gap between the earnings of the top and bottom
5% of earners in a company
■ Address various policy matters affecting social and ethics committees
■ Provide for greater disclosure of the ultimate owner of shares in a business, as part
of the broader efforts to combat corruption and money-laundering.
In addition, on the 24th May 2023 the Minister of Trade, Industry and Competition
published Regulations pursuant to the amendments that were made to the Companies
Act in terms of the GLAAA – and these Regulations largely reinforce the new provisions in
the Companies Act relating to beneficial interests in shares. Regulation 30(9) provides
for access to the public to view copies of a company’s annual returns filed with CIPC,
and Regulation 30(10) allows CIPC to provide electronic access to view copies of the
documents filed together with the annual return (such as the securities register of a
company) to such persons and on such conditions as may be determined by CIPC, after
consultation with the Minister and the Financial Intelligence Centre.
The Second Amendment Act provides:
■ For the expansion of the action that can be taken to declare directors delinquent.
Section 162(2) of the Companies Act makes provision for an application to court
for an order declaring a person delinquent or under probation (see chapter titled
‘Probation and Delinquency’ for more detail). The Act extends the time bar set

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