The long awaited draft Companies Regulations 2010 (the "Regulations") accompanying the new Companies Act 2008 (the "2008 Act") were published in Government Gazette No. 32832 dated 22 December 2009. It is envisaged that the final Regulations will be promulgated in March 2010 and will become effective on the implementation date of the 2008 Act (as yet unknown). Public comment on the Regulations should be submitted to the DTI by no later than 1 March 2010.

The DTI has also announced that it intends amending the 2008 Act but that these amendments will be limited to errors relating to incomplete provisions as well as grammatical, technical and incorrect cross-references which affect the interpretation of the provisions concerned. A table of sections to be rectified has also been published in the Government Gazette mentioned above. The DTI has requested interested parties to submit comments on these proposed 2008 Act amendments by 21 January 2010.

It remains to be seen what the DTI's timetable is for finalisation of the amending Act and whether or not this will delay the anticipated implementation date for the 2008 Act beyond 1 July 2010.

The Regulations provide details about, among other things, the following:
• reserving, transferring and registering company names, including defensive names;
• what documentation is required when incorporating a company or amending its constitutional documents, together with a number of short and long standard forms of Memoranda of Incorporation for certain different company types;
• how an external company registers as such;
• the record-keeping requirements for companies, including information to be retained concerning directors, and details of how such records may be accessed;
• what accounting records are required to be maintained;
• the financial reporting standards that apply to different company types and the requirements for "audits" or "independent reviews" of annual financial statements (where applicable);
• how the conversion of par value shares to no par value shares should be dealt with;
• what information must be kept in a company's securities register and in what form;
• the conversion of certificated securities into uncertificated securities and the duties of the company in this regard;
• how the holders of beneficial interests (other than in the form of uncertificated securities), may cast their votes;
• the wide range of senior company personnel who will constitute "prescribed officers" and therefore be subject to the same liabilities to which directors of a company are exposed;
• when a public or state-owned company will be exempted from the obligation to have a social and ethics committee and if not exempted, details regarding such committee's composition and functions;
• the requirements for offers for the subscription or sale of securities, including details regarding prospectus requirements and contents;
• the requirements applicable to fundamental transactions and affected transactions. These new Takeover Regulations will replace the existing SRP Code on Takeovers and Mergers;
• the establishment of a Business Rescue Practice Regulatory Board to regulate the appointment of business rescue practitioners and the required qualifications for a person to be appointed as a business rescue practitioner; and
• how complaints, applications and Companies Tribunal hearings under the 2008 Act are to be made and dealt with.

This information first appeared in an e-alert from Webber Wentzel, dated January 8, 2010