Companies Act ongoing compliance: the duties that never stop

Statutory records: keep them for seven years

A company must keep a defined set of records — its MOI, a register of directors, minutes and resolutions of shareholders and the board, annual financial statements, accounting records and the securities register — in a retrievable form.

Section 25 adds that these records must be accessible at or from the registered office (and a notice filed with CIPC if they are kept elsewhere). Section 24 also requires every profit company to maintain a securities register under section 50 — the same register that now feeds the beneficial-ownership regime.

Financial statements: audit or independent review

Section 30 requires annual financial statements within six months of year-end. Whether they must be audited turns on the company’s public interest score (PIS) and type. In practice (Companies Regulation 28):

• Public and state-owned companies — always audited.
• Any company that holds more than R5 million in assets in a fiduciary capacity for non-related persons — audited.
• Private and personal-liability companies — audited if the public interest score is 350 or more; in the 100–349 band, audited only if the financial statements were compiled internally (otherwise an independent review suffices).
• Below that — an independent review, unless the company is wholly owner-managed (every holder of a beneficial interest is also a director), in which case neither an audit nor a review is required.

Working out your public interest score (Companies Regulation 26). Add one point per employee (averaged over the year), one point per R1 million (or part) of third-party liabilities at year-end, one point per R1 million (or part) of turnover, and one point per individual holding a beneficial interest in the company. A 12-person consultancy turning over R20 million, with R5 million of liabilities and three shareholders, scores about 12 + 20 + 5 + 3 = 40 — well below 100, so an independent review (not an audit) is required. The same score decides the Social & Ethics Committee duty below.

The Social & Ethics Committee

Beyond a certain size, a company must appoint a board committee to oversee its social, ethical and governance footprint.

The regulation made under that power — Companies Regulation 43 — requires a Social & Ethics Committee for every state-owned company, every listed public company, and any other company with a public interest score of 500 or more in any two of the previous five years (that trigger is unchanged). The committee’s composition was tightened by the Companies Amendment Act 16 of 2024, in force 27 December 2024: in a public or state-owned company the members must now be elected by shareholders at the AGM (no longer appointed by the board), and a majority must be non-executive directors who have held that status for at least the previous three financial years. The one piece still to come is the Minister’s power to prescribe minimum qualifications for committee members. See our 2026 amendments guide for what is live.

Directors’ duties (section 76)

The Act partially codifies the common-law fiduciary duties. Every director — and, importantly, every prescribed officer and board-committee member — is held to the section 76 standard.

Section 76(4) gives a business-judgment safe harbour: a director who took reasonably diligent steps to become informed, had no undisclosed personal financial interest, and had a rational basis for believing the decision served the company is deemed to have met the best-interests and care-and-skill duties (subsections (3)(b) and (c)). It does not excuse the separate duty in (3)(a) to act in good faith and for a proper purpose.

Breaching these duties exposes a director to personal liability under section 77. The Companies Second Amendment Act 17 of 2024 (in force 27 December 2024) now lets a court extend the three-year limitation period for bringing those claims on good cause shown, even after it has expired. In Venator Africa (Pty) Ltd v Watts [2024] ZASCA 60 the Supreme Court of Appeal examined the limits of that accountability, holding that the section 22(1) duty not to trade recklessly or fraudulently rests on the company — so a creditor must point to a director’s own contravention to make that director personally liable.

These duties cut both ways: a director is also entitled to the information reasonably needed to discharge them. In July 2026 the Supreme Court of Appeal held in Swanvest v Ensemble [2026] ZASCA 101 that a pattern of refusing a director access to the company’s financial records can itself amount to shareholder oppression under section 163 — see our plain-language guide to shareholder disputes and the court-ordered buyout.

Distributions, buy-backs and financial assistance: the solvency gate

The most common day-to-day breach in owner-managed companies has nothing to do with annual returns. Before a company pays a dividend, buys back its own shares, or lends money or gives security for a director or a related company, the board must apply — and minute — the solvency and liquidity test.

That one test gates several everyday transactions: distributions and dividends (section 46), financial assistance to buy the company’s own shares (section 44), and loans or other financial assistance to directors or related companies (section 45, which also needs a special resolution). One recent easing: since 27 December 2024, new section 45(2A) carves out financial assistance a holding company gives to its own subsidiary — that no longer needs the section 45 special resolution — but assistance to a director or prescribed officer, and between sister or upstream companies, still requires full section 45 compliance. A director who authorises any of these without the solvency-and-liquidity test being satisfied can be held personally liable for the resulting loss under section 77. The discipline is cheap: minute the solvency-and-liquidity assessment every time, and pass the special resolution before any loan or security for a director.

Say on pay: the 2024 amendments (in force 22 May 2026)

The most significant new ongoing duty for listed and public companies is the executive-remuneration regime inserted by the Companies Amendment Act 16 of 2024, which came into force on 22 May 2026.

The two votes work differently. The remuneration policy (section 30A) must be approved by an ordinary resolution and is binding; it is re-tabled to shareholders at least every three years. The remuneration report (section 30B) is presented each year for a separate, advisory vote, and must disclose the pay gap between the company’s highest-paid and lowest-paid employees. From the same date, section 30(4) requires audited companies to name each director and prescribed officer and disclose their remuneration. Our insight on the say-on-pay regime covers the mechanics in depth.

King V governance

Alongside the Act sits the King V Report on Corporate Governance, published by the IoDSA on 31 October 2025 to replace King IV for financial years starting on or after 1 January 2026. King V is voluntary for most private companies (it operates on an “apply and explain” basis and is mandatory only for JSE-listed companies via the Listings Requirements), but it is the recognised benchmark for good governance and consolidates its guidance into 13 principles, with new emphasis on AI and cyber-risk oversight. For a broader explainer, see our Companies Act guide, and for the duties that overlap with anti-money-laundering, the beneficial-ownership and FICA pages.

These duties interlock — annual returns and beneficial ownership, records and financial statements, director liability, the solvency gate and remuneration governance — and the thresholds and deadlines differ for every company. We run a Companies Act compliance review that maps exactly which obligations apply to your company and builds the annual compliance calendar around them.