{"id":46177,"date":"2026-06-02T09:55:31","date_gmt":"2026-06-02T07:55:31","guid":{"rendered":"https:\/\/stbb.co.za\/dev2\/?p=46177"},"modified":"2026-06-02T09:58:15","modified_gmt":"2026-06-02T07:58:15","slug":"pulse-major-companies-act-amendments-are-now-in-force-how-should-affected-companies-proceed","status":"publish","type":"post","link":"https:\/\/stbb.co.za\/dev2\/pulse-major-companies-act-amendments-are-now-in-force-how-should-affected-companies-proceed\/","title":{"rendered":"Pulse | Major Companies Act amendments are now in force: How should affected companies proceed?"},"content":{"rendered":"

On 22nd<\/sup> May 2026, significant amendments to the Companies Act quietly came into effect<\/u><\/a> \u2013 introducing new disclosure and corporate governance requirements for many South African companies.<\/p>\n

The latest amendments form part of the Companies Amendment Act and follow a parcel of revisions<\/u><\/a> that became effective in late December 2024<\/u><\/a>. While the earlier set of changes largely focused on simplifying share buy-backs and intra-group financial assistance transactions, the amendments now in force are more far-reaching from a governance and disclosure perspective. Although public attention has mostly centred on executive remuneration transparency at listed and state-owned entities, the latest amendments also have important implications for certain private companies required to produce audited annual financial statements.<\/p>\n

Greater transparency around director and executive remuneration<\/strong><\/p>\n

For Adam Ismail<\/u><\/a>, Head of STBB\u2019s Corporate and Commercial Law department, one of the most notable amendments affects section 30 of the Companies Act, which mandates the preparation of annual financial statements within six months after the end of its financial year.<\/p>\n

\u2018By far the most significant amendment now introduced is that certain private companies that are obliged to have their annual financial statements audited must list each individual director, C-suite executive, and\/or prescribed officer of the company by name and their respective remuneration and benefits in the audited annual financial statements of the company, rather than by grouping the remuneration or listing them anonymously.\u2019<\/p><\/blockquote>\n

According to Ismail, the definition of \u2018remuneration\u2019 is critical. Widely defined, remuneration in this context includes \u2018all fees, salaries, bonuses, performance-related payments, share options, pension benefits, loans and other financial assistance,\u2019 notes the corporate law expert<\/u><\/a>. From a practical perspective, this means affected companies will need to reassess how remuneration is structured, documented, and disclosed in annual financial statements.<\/p>\n

Which companies are affected?<\/strong><\/p>\n

Crucially, the amendments do not apply to all<\/em> private companies. As Claudia Gees<\/u><\/a>, a Senior Associate specialising in corporate and commercial law, emphasises: \u2018The disclosure obligations apply to companies that are required under the Companies Act to produce audited annual financial statements.\u2019 In practice, many companies that are obliged to be audited already comply with this disclosure requirement due to enforcement by company auditors.<\/p>\n

In addition to all public and state-owned companies, this list encompasses \u2018companies whose Memorandum of Incorporation (\u2018MOI\u2019), shareholders, or board require an audit, as well as private or personal liability companies holding fiduciary assets exceeding R5 million for unrelated persons,\u2019 notes Gees. Critically, this also includes companies with a Public Interest Score (\u2018PIS\u2019) of 350 or more and those with a PIS between 100 and 349 where annual financial statements are internally compiled.<\/p>\n

In light of this new requirement, \u2018companies must review their corporate governance policies with this new mandate in mind and annually check if their PIS exceeds 100 points (if the financials are internally prepared) or 350 points (in any other case),\u2019 advises Gees<\/u><\/a>.<\/p>\n

For Ismail, this is particularly important \u2018as \u2018a company\u2019s PIS can fluctuate annually depending on factors such as turnover, employee numbers, and third-party liabilities.\u2019 As such, conducting an annual check on PIS is \u2018imperative,\u2019 cautions the STBB Director<\/u><\/a>.<\/p>\n

New remuneration governance rules for public and state-owned companies<\/strong><\/p>\n

Separate from the section 30 disclosure amendments, the Companies Act now also introduces new sections 30A and 30B, which establish a formal remuneration governance framework for public and state-owned companies. These provisions do not apply generally to private companies.<\/p>\n

Affected public and state-owned companies must now:<\/p>\n