Companies Amendment Act 2024: What Directors Must Know

Two amending Acts were published on 30 July 2024: the Companies Amendment Act 16 of 2024 and the Companies Second Amendment Act 17 of 2024. Both change the Companies Act 71 of 2008, which has been in force since 1 May 2011. Nothing took effect on publication. The changes are being brought into force in batches, on dates the President fixes by proclamation.

As at 20 September 2026, two batches are in force. The first commenced on 27 December 2024. It covers the time limits for claims against directors, social and ethics committee rules, financial assistance to subsidiaries, share buybacks, MOI amendments and one business rescue change. The second commenced on 22 May 2026. It covers the naming of directors and prescribed officers in audited financial statements, the remuneration policy and remuneration report for public and state-owned companies, and dispute resolution before the Companies Tribunal. A third group of changes still has no commencement date.

It is just as important to know what the two Acts did not do. They did not create the beneficial ownership regime, which came from an earlier 2022 Act and has been live since 2023. They did not overhaul business rescue, give the Companies and Intellectual Property Commission (CIPC) new penalty powers, change deregistration and reinstatement, or set new record-keeping periods.

This article, prepared by Martin Kotze, attorney at MJ Kotze Inc, sets out each area of change, says what is in force and what is still pending, and lists the steps companies should take. For readers who require a foundational understanding of the principal Act, our practical guide to the Companies Act 71 of 2008 provides a detailed overview.

The Companies Act 71 of 2008 replaced the Companies Act 61 of 1973 and represented a complete modernisation of South African corporate law. Since its commencement in 2011, the Act has provided the legal framework for the incorporation, governance, and dissolution of companies in South Africa. It introduced concepts such as the Memorandum of Incorporation (MOI) as the single constitutive document, the business rescue regime as an alternative to liquidation, and a comprehensive framework of director duties codified in sections 75 to 77.

The 2024 amendments are a targeted update, not a rewrite. They fix practical problems that had built up since 2011, add remuneration transparency for public and state-owned companies, and give the courts more room to hold directors to account for old misconduct.

Both amending Acts were published in the Government Gazette on 30 July 2024. The first batch of provisions commenced on 27 December 2024 under Proclamations 237 and 238. The second batch commenced on 22 May 2026 under Proclamation 313. The remaining provisions will start on a date still to be fixed by the President. This phased approach means that some duties apply now and others must be prepared for.

The Companies Second Amendment Act 17 of 2024 is short. It changes only two sections: section 77(7), the time limit for claims against directors, and section 162, the look-back period for declaring a director delinquent. Everything else, including remuneration disclosure and pay-gap reporting, sits in the Companies Amendment Act 16 of 2024.

Beneficial ownership is a separate reform. It was brought in by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022. The definitions took effect on 31 December 2022 and the register and filing duties on 1 April 2023. It is covered below because directors often confuse it with the 2024 Acts, but it is already law and is not waiting for any proclamation.

The two Acts make changes in six main areas, and leave a further group of changes pending. For each one, we say whether it is in force as at 20 September 2026.

Time Limits for Director Liability and Delinquency (Sections 77 and 162)

In force since 27 December 2024. A claim against a director under section 77 must still be started within three years of the act or omission that caused the loss. That period was not extended to five years. What changed is that a court may now extend the three years if good cause is shown. It may do so even if the three years have already run out, and even if the conduct happened before the amendment.

The delinquency rules changed more. An application to declare a former director delinquent, or to place them under probation, could previously reach back 24 months from the date of the application. Section 162 now reaches back 60 months, and a court may extend that period on good cause as well.

Remuneration Disclosure, Policy and Report (Sections 30, 30A and 30B)

In force since 22 May 2026. Every company that is required to have its annual financial statements audited must now show the remuneration and benefits received by each director and each prescribed officer, and must name them. This applies to audited private companies as well as public companies.

Public companies and state-owned companies have two further duties. First, under section 30A they must put a remuneration policy to shareholders at the annual general meeting (AGM) for approval by ordinary resolution. An approved policy lasts three years. A material change needs shareholder approval before it is implemented. If the policy is not approved, it must be presented again at the next AGM or at a shareholders meeting called for that purpose.

Second, under section 30B they must prepare a remuneration report every year for approval at the AGM by ordinary resolution. The report has a background statement, a copy of the remuneration policy and an implementation report. The implementation report must show the total remuneration of each director and prescribed officer, the total remuneration of the highest-paid employee and of the lowest-paid employee, the average and the median remuneration of all employees, and the pay gap between the top five per cent and the bottom five per cent of earners. These duties apply to all public companies, not only listed ones.

These votes are not merely advisory, and the Act has no 25% dissent trigger. If the report is not approved, the remuneration committee must explain at the next AGM how it has dealt with shareholders' concerns, and its non-executive members must stand for re-election to the committee at that meeting. If the next year's report also fails, those members must be re-elected as directors to stay on the board and may not serve on the committee for two years. Members who served on the committee for less than 12 months in the year under review are excluded from these consequences.

Social and Ethics Committee (Sections 72 and 61)

Mostly in force since 27 December 2024. The amendments did not widen what the committee must monitor. Its functions are still set by regulation 43 of the Companies Regulations, 2011, which covers matters such as transformation and broad-based black economic empowerment (B-BBEE). The changes deal with who sits on the committee and how it is appointed.

The committee must have at least three members. In a public or state-owned company, most of them must be directors who are not involved in the day-to-day management of the business and have not been for the previous three financial years. In any other company that must have a committee, the members must be at least three directors or prescribed officers, and at least one must be a director who meets that same independence test. A public or state-owned company elects the committee at each AGM. In other companies the board appoints it every year. The board must fill a vacancy within 40 days. A subsidiary does not need its own committee if its holding company's committee performs the functions for it, and the Companies Tribunal may grant an exemption of up to five years.

Two pieces are still pending. The duty to prepare a social and ethics committee report for shareholders in a prescribed form, in section 72(12), has no commencement date yet. Nor does the Minister's power to prescribe qualifications for committee members, in section 72(6B). What is in force is that a social and ethics committee report and a remuneration report are now listed items of business for a public company's AGM. A committee that exists only on paper remains a risk, so the practical advice is to run the committee properly now.

Business Rescue: Landlord Utility Claims (Section 135)

In force since 27 December 2024. This is the only change to the business rescue chapter. Where a landlord pays for public utility services during the business rescue period, such as the company's share of rates and taxes, electricity, water, sanitation and sewer charges, and the company does not repay the landlord, those amounts are treated as post-commencement financing. They rank below employee claims that arise during business rescue, but ahead of all secured and unsecured claims against the company.

The amendments did not change practitioner qualifications, the timelines for publishing a business rescue plan, or the rights of affected persons. Those rules are as they were.

Shares, Funding and MOI Amendments (Sections 16, 40, 45 and 48)

In force since 27 December 2024. These are the changes most private companies will use.

Section 45, which regulates loans and other financial assistance to directors and related companies, no longer applies when a company gives financial assistance to its own subsidiary. The section 45 special resolution and board resolution are not needed for that. Directors' general duties still apply.

A share buyback needs a special resolution in two cases only. The first is where the shares are bought from a director, a prescribed officer or a person related to either of them. The second is where the buyback is not a pro rata offer to all shareholders, or to all shareholders of a class, and is not made on a recognised stock exchange. A pro rata buyback needs no special resolution.

An amendment to the MOI, other than a name change, now takes effect 10 business days after the CIPC receives the Notice of Amendment, unless the CIPC endorses it or rejects it with reasons before then, or on a later date stated in the notice. Where shares are issued in return for a future payment, future services or future benefits, they must be held by a stakeholder under a written stakeholder agreement until the subscriber has performed. The stakeholder must be an independent third party, such as an attorney, notary or escrow agent.

Companies Tribunal and Dispute Resolution (Section 166)

In force since 22 May 2026. A person who could go to court or complain to the CIPC under the Act may instead refer the matter to the Companies Tribunal for mediation, conciliation or arbitration. If mediation or conciliation fails, the Tribunal issues a certificate of non-resolution and the matter can go on to arbitration before the Tribunal. A party may object to the same Tribunal member acting as arbitrator. The arbitrator's award is final and binding.

In force since 27 December 2024: where the Tribunal orders a company to change its name and the company does not do so in time, the applicant may ask the CIPC to replace the name with the company's registration number.

What Is Still Pending

The following changes in Act 16 of 2024 have no commencement date yet: the B-BBEE definitions; the section 25 and section 26 changes on where company records are kept and who may inspect them, including wider public access to some annual financial statements; the changes to the annual return in section 33(1); the new section 38A, which lets a court validate an irregular share issue; the social and ethics committee report and qualification rules in section 72(6B) and (12); a new test for when the takeover rules apply to a private company in section 118; and wider functions for the Companies Tribunal.

Several things often said about the 2024 amendments are not in either Act. There are no new CIPC powers to impose administrative penalties without going to court. The deregistration and reinstatement rules in sections 82 and 83 were not changed. There is no new record-keeping period: section 24 still requires company records to be kept for seven years, as it has since 2011.

For directors, the 2024 amendments matter in four ways: the time limit for liability claims, the longer delinquency look-back, record-keeping, and knowing what is in force.

Three Years, but the Court May Extend

The time limit for a claim under section 77 is still three years. It runs from the act or omission that gave rise to the liability, not from the date the claimant found out about it. The Prescription Act does not apply to these claims.

The change is that the three years are no longer a hard stop. A court may extend the period on good cause shown, whether or not it has already expired, and even for conduct that took place before the amendment. A director can no longer assume that a claim is dead once three years have passed. Liquidators and shareholders who uncover old wrongdoing can ask a court for more time.

Delinquency: A Five-Year Look-Back

A delinquency or probation application under section 162 can now be brought against a person who was a director at any time in the 60 months before the application. The previous period was 24 months. The court may extend the 60 months on good cause. The company, a shareholder, a director, the company secretary, a prescribed officer, a registered trade union or another employee representative can bring the application, and so can the CIPC and the Takeover Regulation Panel. Resigning from a board and waiting two years is no longer a way out.

Duty of Care

The amendments did not change the wording of the directors' duties in section 76. A director must still act in good faith, for a proper purpose, in the best interests of the company, and with the care, skill and diligence reasonably expected of a person in that role with that director's knowledge and experience. What has changed is the list of things a careful director must know about: named remuneration disclosure, the remuneration policy and report, the committee rules and the beneficial ownership duties. Not knowing about them is not a defence.

Record-Keeping Obligations

The record-keeping rules did not change. Section 24 still requires company records to be kept for seven years. What has changed is how useful good records are. Because a court can now extend the three-year limit, and delinquency applications reach back five years, a director may have to explain a decision long after it was made.

Directors should insist on detailed board minutes that record the information considered, the alternatives evaluated, the advice obtained, and the reasons for the decision taken. Where independent professional advice was obtained, this should be recorded and retained. A well-documented decision-making process is the director's primary defence against a personal liability claim.

Compliance Timelines

In force since 27 December 2024: the section 77 and section 162 time-limit changes; the social and ethics committee composition, appointment and vacancy rules; the section 45 subsidiary exemption; the section 48 buyback rule; the 10-business-day rule for MOI amendments; and the landlord utility change in business rescue. In force since 22 May 2026: named remuneration disclosure in audited financial statements, the remuneration policy and remuneration report, and Companies Tribunal dispute resolution. Still pending: the items listed under "What Is Still Pending" above, including the social and ethics committee report and the new private-company takeover test. Beneficial ownership is not pending. It has applied since 1 April 2023.

Private companies (Pty) Ltd carry a lighter regulatory burden than public companies. That is still true after the 2024 amendments. The remuneration policy and remuneration report apply only to public and state-owned companies. Several other changes do reach private companies.

A private company that is required to be audited, either because of its public interest score or because its MOI requires an audit, must now name each director and prescribed officer in its annual financial statements and show what each one received. This has been in force since 22 May 2026. It is a fundamental change for many private companies where director remuneration has always been treated as confidential. Directors should consider whether the company's MOI or shareholders agreement needs to be amended to address the implications of mandatory disclosure.

The time-limit changes apply to all companies. The three-year limit for section 77 claims can be extended by a court, and the delinquency look-back is now 60 months. In an owner-managed company this may seem to matter little. In a company with several shareholders, or where there is a minority shareholder dispute, it matters a great deal.

The group funding and buyback changes make life easier. A company can give financial assistance to its own subsidiary without following section 45. A pro rata share buyback needs no special resolution. An MOI amendment takes effect 10 business days after the CIPC receives it, unless the CIPC endorses or rejects it sooner.

Beneficial ownership applies to every company, public or private, large or small. It does not come from the 2024 Acts and it is already in force. A private company that is not an "affected company" must file a record of its beneficial owners with the CIPC and keep that record up to date. The detail is set out in the next section.

The takeover rules have not changed for private companies yet. Today a private company falls under the Takeover Regulation Panel (TRP) if more than a prescribed percentage of its shares changed hands in the previous 24 months, or if its MOI opts in. Act 16 of 2024 will replace the first test with a new one: 10 or more shareholders, plus an annual turnover or asset value at or above a threshold the Minister must still set. That change has no commencement date. On its face it narrows, rather than widens, the group of private companies that fall under the takeover rules.

Finally, every private company should review its MOI in light of the amendments. An MOI that references sections of the Act that have been amended may need to be updated. Under section 15(1) of the Act, any provision of the MOI that is inconsistent with the Act is void to the extent of the inconsistency. Where changes are needed, the amended MOI is adopted by special resolution.

Beneficial ownership is often described as part of the 2024 amendments. It is not. It was added to the Companies Act by the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act 22 of 2022, and the duties have applied since 1 April 2023. We include it here because it is the compliance item directors most often overlook.

Who Is a Beneficial Owner?

A beneficial owner is an individual who, directly or indirectly, ultimately owns the company or exercises effective control of it. The Act lists the ways this can happen: holding beneficial interests in the company's securities, controlling voting rights, controlling the right to appoint or remove directors, owning or controlling a holding company, controlling another entity, partnership or trust in the chain, or otherwise being able to materially influence the management of the company. The definition has no percentage threshold.

Where the company's shares are held by another legal entity (such as a holding company or a trust), the obligation is to look through the intermediary entity and identify the individual at the end of the chain. This "look-through" requirement may involve tracing ownership through multiple layers of legal entities and requires companies to obtain information from their shareholders and from any intermediary entities in the ownership chain.

Registers and Records

The duty depends on the type of company. An "affected company" is, broadly, a company that falls under the takeover rules, or a private company controlled by one. It must keep a register of the disclosures of beneficial interests made to it, and a register of everyone who holds beneficial interests of 5% or more of a class of its securities. The 5% figure applies only to this register. It is not part of the definition of a beneficial owner.

Every other company, which includes most private companies, has a different duty under section 56. It must file a record of its beneficial owners with the CIPC, in the prescribed form and with the prescribed information, and keep that record up to date.

Filing with the CIPC

When beneficial ownership changes, the company must file the change with the CIPC within 10 business days. The CIPC keeps a register of the beneficial ownership information that companies file.

This duty is already in force. A company that has never filed its beneficial ownership information is out of step with the Act now, and should file without delay.

Practical Challenges

The beneficial ownership requirements present practical challenges, particularly for companies with complex ownership structures. Companies held through trusts, nominee arrangements, or multi-layered holding company structures will need to trace ownership to the level of the individual. This may require requesting information from shareholders and intermediary entities that are reluctant to disclose their own beneficial owners. Directors should establish procedures for obtaining and verifying beneficial ownership information, and should consider including appropriate provisions in shareholders agreements requiring shareholders to provide beneficial ownership information on request.

Companies that rely on black ownership for the purposes of their B-BBEE scorecard should make sure that the beneficial ownership information filed with the CIPC is consistent with the ownership claims made for B-BBEE verification.

The following steps are recommended for directors of both public and private companies. They reflect what is in force as at 20 September 2026.

1. Conduct a Compliance Review

Review the company's current position against the amended Act. Identify where the company is not yet compliant and set a prioritised action plan. The review should cover beneficial ownership filings, board governance, statutory records, financial reporting and, where the company must have one, the social and ethics committee.

2. Bring Beneficial Ownership Filings Up to Date

Identify the individuals who ultimately own or control the company and check that the record filed with the CIPC is correct. File any change within 10 business days. For companies with complex ownership structures, engage professional advisers to assist with tracing and verification. This duty has applied since 2023. Do not wait for any further proclamation.

3. Review and Update the MOI

Review the company's MOI against the amended provisions of the Act. Identify any provisions that are inconsistent with the amendments or that need to be updated. Where amendments to the MOI are required, prepare a draft amended MOI and arrange for its adoption by special resolution of the shareholders. The amendment takes effect 10 business days after the CIPC receives it, unless the CIPC endorses or rejects it sooner or the notice states a later date.

4. Strengthen Board Governance and Record-Keeping

Implement or enhance procedures for recording board deliberations, resolutions, and decision-making rationale. Ensure that board minutes are comprehensive and contemporaneous. Keep company records for at least the seven years that section 24 requires. Because a court can extend the three-year limit for director claims, consider keeping key board records for longer. Ensure that all conflict of interest declarations are properly recorded.

5. Comply with Remuneration Disclosure

Named remuneration disclosure is now law for every company that is required to be audited. Document all components of director and prescribed officer remuneration. Formalise any informal remuneration arrangements. Ensure that accounting systems can produce the required disclosures. Public and state-owned companies must also have a remuneration policy and a remuneration report ready for approval at the AGM.

6. Get the Social and Ethics Committee Right

Companies that are required to have a social and ethics committee should check that it has at least three members who meet the new composition rules, that it is elected at the AGM or appointed by the board each year, as the case may be, and that vacancies are filled within 40 days. The formal report to shareholders under section 72(12) is not yet in force. A committee that already meets regularly and records its work will be ready when it is.

7. Review Directors and Officers Insurance

Review D&O insurance policies to ensure that coverage is adequate. Check how the policy deals with claims brought more than three years after the event, now that a court can extend the period, and with delinquency applications brought up to five years after a director leaves the board. Where coverage is insufficient, renegotiate the policy or obtain supplementary cover.

8. Obtain Specialist Legal Advice

The impact of the amendments varies depending on the type of company, its size, its ownership structure, and its current governance practices. Directors should obtain legal advice tailored to their company's specific circumstances. For specialist corporate and commercial law advice, Martin Kotze, attorney at MJ Kotze Inc, advises directors, shareholders, and businesses across Pretoria and Johannesburg on all aspects of the Companies Amendment Act 2024.

The Companies Amendment Act 16 of 2024 and the Companies Second Amendment Act 17 of 2024 are a targeted update of the Companies Act 71 of 2008. They let courts extend the three-year limit for claims against directors, lengthen the delinquency look-back from 24 to 60 months, require audited companies to name directors and prescribed officers and disclose what each received, introduce a remuneration policy and report that shareholders of public and state-owned companies must approve, tighten the rules on social and ethics committees, free up group funding and pro rata buybacks, and protect landlords' utility claims in business rescue.

For directors, the message is clear. Old conduct can be looked at for longer than before. Remuneration in audited companies is no longer private. The social and ethics committee must be properly constituted. And beneficial ownership filing, which comes from the 2022 Act, is already compulsory for every company.

Some changes are still pending, including wider access to company records, the social and ethics committee report and the new takeover test for private companies. Companies that prepare now will manage the transition well. Check the commencement status of a provision before relying on it.