South Africa’s Companies Act Amendments: What Is Already in Force in 2026

The Companies Amendment Act 16 of 2024 and the Companies Second Amendment Act 17 of 2024 are now part of South Africa’s corporate law landscape, but the roll-out has been staggered rather than all at once. The Second Amendment Act came fully into force on 27 December 2024, while the Companies Amendment Act came into force only in part on that date, with specific sections activated by proclamation. Commencement dates are fixed by the President by proclamation in the Government Gazette.

That distinction matters because many directors, shareholders and private companies still assume that the entire 2024 amendment package is already operational. It is not. The first proclamation brought into force the amendment to the definition of “securities” and amendments to sections 16, 40, 45, 48, 61, 90, 95, 135, 160, 167, 194 and 204, together with part of section 72. Other amendments were left for a later commencement date.

A second batch followed on 22 May 2026 (Proclamation 313, Government Gazette 54722). It brought into force the amended section 30(4)(a), the new section 30(4A), the new sections 30A and 30B on remuneration, and the changes to section 166. A further group of amendments is still waiting for a commencement date. They are listed near the end of this article.

One of the more practical changes is the amendment to section 16. For most Memorandum of Incorporation amendments, other than a name change, the amendment now takes effect 10 business days after receipt of the Notice of Amendment by the Commission, unless the Commission endorses or rejects it earlier, or a later date is stated in the notice itself.

That gives companies and advisers much clearer timing when planning restructures, governance clean-ups and shareholder arrangements. Before this amendment, the position on exactly when an MOI amendment became effective was less certain and often caused delays in deal execution.

The amendment to section 45 is significant for group companies. The new subsection 45(2A) provides that section 45 does not apply to the giving by a company of financial assistance to or for the benefit of its subsidiaries.

In practical terms, this reduces a layer of procedural friction for legitimate intra-group funding, guarantees and treasury arrangements. Businesses should still check other legal and fiduciary constraints, but the section 45 hurdle is now materially lighter in the subsidiary context.

The amendment to section 48 clarifies when a special resolution is required for a company to acquire its own shares. In particular, shareholder approval is required where shares are being acquired from directors, prescribed officers, related persons, or in certain non-pro rata acquisitions.

This is the kind of amendment that may look technical on paper, but it can become critical in founder exits, management reorganisations and shareholder disputes. Companies considering a share repurchase should review these provisions carefully before proceeding.

The amendments to section 72 are also important. They deal with how Social and Ethics Committees are appointed or elected, and how vacancies must be filled.

For example, where a vacancy arises on the committee, the board must appoint a replacement within 40 days after the vacancy arises (section 72(11)). Note that this is 40 days, not 40 business days. The amendments also introduce a requirement for a Social and Ethics Committee report to be prepared for shareholders (section 72(12)). That reporting requirement is not yet in force. The same goes for section 72(6B), which will let the Minister prescribe minimum qualifications for committee members.

The amendment to section 90 changed the timing language for companies that become subject to an audit requirement. The amended provision now requires such a company to appoint an auditor at the shareholders meeting at which the requirement first applies, and annually thereafter.

The independence “cooling-off” rule in section 90(2)(b)(v) was also shortened from five financial years to two. That may affect how companies and audit firms evaluate eligibility and rotation planning.

The amendment to section 135 is one of the most commercially relevant changes. It provides that certain amounts paid by a landlord during business rescue for items such as rates and taxes, electricity, water, sanitation and sewer charges are treated as post-commencement finance.

The amendment also sets out the ranking of those claims. This is likely to matter significantly in commercial property, retail and other leased-premises business rescue scenarios, where landlords have historically borne significant financial exposure while tenants are under rescue.

The amendments also strengthen the Companies Tribunal’s role. Under the amended section 160, if a company does not comply with a Tribunal order to change its name, the applicant may approach the Commission to substitute the respondent’s name with its registration number followed by the appropriate company suffix.

Other amendments streamline dispute-resolution mechanisms under sections 166 and 167. The section 167 change commenced on 27 December 2024. None of the section 166 changes were part of that first batch. All of them commenced on 22 May 2026. Under the amended section 166, a dispute can be referred to the Companies Tribunal for mediation, conciliation or arbitration. If mediation or conciliation fails, the Tribunal issues a certificate of non-resolution and the affected person may take the matter to arbitration before the Tribunal. The arbitrator’s award is final and binding.

The Companies Second Amendment Act 17 of 2024, which commenced in full on 27 December 2024, is narrower but important. It extends time bars relating to director accountability under sections 77 and 162 of the Companies Act.

In particular, it extends the look-back period for certain delinquency applications involving former directors and allows courts, on good cause shown, to extend relevant time periods even after expiry. This is a meaningful governance development for boards, shareholders and litigators.

The most discussed reforms in the package were left out of the first batch. They commenced on 22 May 2026. Public companies and state-owned companies must now have a remuneration policy approved by shareholders by ordinary resolution (section 30A), and must present a remuneration report for approval at each AGM (section 30B). If the report is not approved, the non-executive directors on the remuneration committee face re-election.

One change reaches further. Under the amended section 30(4)(a), every company that must have its financial statements audited, including an audited private company, must now name each director and prescribed officer when disclosing their remuneration and benefits.

Read our full note on the “say on pay” regime →

As at 20 September 2026, several 2024 amendments are still waiting for a commencement date. The current consolidated text of the Companies Act 71 of 2008 (updated to the 22 May 2026 proclamation) still marks the following as pending:

• The new B-BBEE definitions in section 1
• Section 25(2) (publication by the Commission of the notice of where company records are kept)
• All of the amendments to section 26 (access to company information)
• Section 33(1) (annual return changes, including filing a copy of the annual financial statements)
• The new section 38A (a court may validate shares that were irregularly created, allotted or issued)
• Section 72(6B) and (12) (minimum qualifications for Social and Ethics Committee members, and the committee’s report to shareholders)
• Section 118 (a new test for when the takeover rules apply to a private company: 10 or more shareholders plus a turnover or asset-value threshold still to be set)
• Section 195(1)(b) to (e) (additional functions for the Companies Tribunal, including matters referred by the B-BBEE Commission)

Companies should keep an eye on these. The section 26 access changes and the section 118 takeover test are the two most likely to affect private companies once they commence.

For now, companies should focus on the amendments that are already operational. That includes:

• Reviewing MOI amendment timing and factoring in the new 10 business day rule when planning corporate actions
• Assessing intra-group financial assistance practices in light of the section 45(2A) subsidiary exemption
• Evaluating share buy-back approval processes to ensure compliance with the clarified section 48 requirements
• Confirming Social and Ethics Committee governance arrangements and the 40-day vacancy-filling timeline
• Reviewing audit appointment timing and the shortened cooling-off period for auditor independence
• Understanding the new business rescue ranking rules for landlord claims, particularly if your business is a commercial landlord or tenant
• Assessing directors’ and officers’ liability exposure in light of the extended accountability window
• Naming each director and prescribed officer in the remuneration disclosure in audited annual financial statements and, for public and state-owned companies, preparing the remuneration policy and report for shareholder approval