Corporate Law. State owned company All provisions of Act that apply to public companies also apply to State owned company Ends with SOC Minister may make.

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Presentation transcript:

Corporate Law

State owned company All provisions of Act that apply to public companies also apply to State owned company Ends with SOC Minister may make exceptions

Non Profit Company Definition: A company that is incorporated for public benefit, or, an object relating to one or more cultural or social activities, or communal or group interests, and The income must not be distributed to its incorporators, members, directors, officers or persons related to them Ends with NPC ‘formed by at least 3 persons With or without members With or without voting rights

The Public Company Section 1 of the Companies Act 2008 defines a public company as: A profit company that is not a state owned company, nor a private company, nor a personal liability company

Characteristics of public company Raise share capital from the public Must appoint a company secretary, audit committee & independent auditor Must have an annual audit

Difference between public and private company MOI of a private company must restrict transfer of shares and prohibit it from offering shares to the public Public company may offer shares to public & no restriction of transfer of shares Public company – Limited or LTD Private company – Proprietary Limited or (Pty) LTD Public company – minimum 3 directors while only 1 director required for private company

Difference between public and private company More onerous rules of disclosure, transparency & accountability on a public company Public company must have AGM – no longer necessary for private company Public company – annual audit

Personal Liability Company Same as private company but MOI states it is a personal liability company Ends with Incorporated or INC Used mainly by accountants, stockbrokers, auditors etc Gives advantage of perpetual succession Minimum of 1 director Auditor required only if MOI says so Directors personally liable for debts of company incurred during their term

`Legal consequences of separate legal personality Limited liability Perpetual succession Property & assets of company belong to the company Profits of the company belong to the company Debts & liabilities of company belong to the company Shareholders have no right to manage the company Shareholders have no rights to transact for company Company can sue & be sued in its own name Company may contract with its shareholders

Lifting or piercing the corporate veil Piercing the corporate veil Court disregards the separate personality of the company and treats the company liabilities as liabilities of the shareholders or directors Lifting the corporate veil The Court takes into account who the shareholders and directors are (without necessarily ignoring the separate identity of the company)