Companies Act

Companies Act 71 of 2008, the legal foundation for South African company governance.
Companies Act 71 of 2008All SA companiesDirector duties (§76)SEC mandatory

The requirements

The Companies Act governs the incorporation, governance, and winding-up of companies in South Africa. For governance purposes, the most significant provisions relate to director duties, the Social and Ethics Committee (mandatory for public companies and large SOEs), financial reporting, and shareholder rights.

Director Duties (§76)
Fiduciary duties, act in good faith, best interests of company, with care skill and diligence. Directors' liability for breach.
Social and Ethics Committee
Mandatory for public companies, SOEs, and companies scoring 500+ points. Monitors social, ethics, and sustainability matters.
Company Secretary
Mandatory for public companies. Company Secretary maintains statutory records, ensures Companies Act compliance.
Annual Financial Statements
Filing requirements, audit obligations, turnaround times, specific to company category and public interest score.
Memorandum of Incorporation
MOI must reflect current governance arrangements. Outdated MOIs create compliance risk.
Shareholder Rights & Meetings
AGM obligations, special resolution requirements, shareholder rights provisions.

Mapped in Encircle

This framework contributes to the following governance domains in your Encircle score:

D01 StrategyD02 LeadershipD04 ComplianceD07 StakeholdersD11 Assurance
How Encircle maps this framework

Encircle maps Companies Act obligations across leadership and compliance domains. Director duty assessments, Social and Ethics Committee charter and mandate tracking, company secretary compliance checklist, and statutory register maintenance are all tracked in the platform.

Your Companies Act readiness score

Encircle tells you when you are Companies Act Compliant, meaning your corporate governance structure, director documentation, statutory registers, and committee mandates meet the requirements of the Act. For independent assurance, connect with a corporate governance attorney from the Encircle Network.

Companies Act, scored

The same organisation seen through the Companies Act lens. Red is where the exposure is. Switch lens to see how the picture changes under another framework.

DirectionHow we directRisk & AssuranceHow we proveEthics & CultureWho we areLeadershipStrategyComplianceAssuranceStakeholdersCompanies57%GOV SCORE
FSG
Financial Services Group (Pty) Ltd
Financial services · 350 employees · JSE-listed
57%
Overall

Select a framework

Companies Act: the Social and Ethics Committee has not reported to the AGM as Regulation 43(5)(c) requires, and the s24 statutory registers are behind. Compliance and Assurance carry the exposure, with Leadership and Stakeholders behind them.

Domain breakdown, by pillar
Direction67%
Leadership
64%
Strategy
70%
Risk & Assurance45%
Compliance
38%
Assurance
52%
Ethics & Culture62%
Stakeholders
62%

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