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The most notable proposed amendments affecting the day to day running of
your business and your business structure are set out below:

1. Amendments to the Memorandum of Incorporation (“MOI”)
In terms of the amendment Bill, the Companies and Intellectual Property
Commission (“CIPC”) will have to endorse or reject a submitted MOI within 10
business days after receipt of the notice of amendment. After such period, if the
CIPC has not reverted, the MOI will be deemed effective. This will help speed up
Commercial 2. Remuneration report: Directors’ remuneration
MOI submissions and approvals.

The newly proposed section 30A of the Bill requires the preparation of a
remuneration report by public companies detailing the directors’ annual
remuneration to be considered by the shareholders at the annual general
meeting. The detail thereof must be in line with section 30A(2) and it is further
opined that the King IV (2016) will also have bearing on the proposed content.

3. Share capital matters: Court validation
The existing Companies Act does not provide for instances where the share
register must be corrected due to erroneous or irregular issuances or allotments.
The proposed amendment will empower any affected party to approach
a competent court to validate or correct the share issuance or erroneous
allotment.

4. Intra-group financial assistance
The proposed amendment will do away with the often-arduous regulatory
burden of having the decision to provide financial assistance to a subsidiary
company be approved by the board and shareholders. Only the board will
have to approve such financial assistance.
5. Public and state owned companies must have social and ethics
committees
The discretionary appointment of social and ethics committees by public
and state-owned companies at the annual general meeting has been made
mandatory by the amendment Bill.
6. The appointment of an auditor

The proposed amendment to section 90 of the Companies Act further ensures
that the auditor of a company will be an independent person from the company
he or she audits. The amendment diminishes the appointment provision in the
existing Act to one where the auditor may not have been in a close working
relationship with the company (which includes but is not limited to director,

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