Sections not yet in force include those on remuneration disclosures for public and private companies; access to private company financials; removal of the right of ‘accredited entities’ to perform dispute resolution functions in favour of using the Tribunal; provisions enabling the validation of irregular share issues; obligations to publish where records are kept; and new M&A transaction thresholds requiring TRP scrutiny. It is anticipated that these changes will take effect this year.

 

General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Bill, 2024 (GLA)

The GLA proposes further amendments to the Companies Act (among other Acts), aimed at strengthening South Africa’s framework for combating financial crime and addressing the deficiencies identified by the Financial Action Task Force (FATF) as part of efforts to secure the country’s removal from the FATF grey list.

 

These changes propose increasing the maximum penalty for administrative fines to R10 million (up from R1 million) and empowering the Companies and Intellectual Property Commission (CIPC) to deregister a company for non-compliance with beneficial ownership, beneficial interest, security register and annual return filing requirements for any consecutive year, coupled with the imposition of administrative fines.

 

The GLA was published for public comment on 13 December 2024, with a submission deadline of 6 February 2025. Following public consultations, the revised GLA will be submitted to Cabinet and then to Parliament for consideration.

 

CIPC guidelines and opinions

The CIPC has made it clear that compliance with the new beneficial ownership, beneficial interest, and security register filing requirements – as well as annual return submissions – is of critical importance. Under pressure from the FATF, the CIPC has repeatedly warned that it will be taking a hardline stance on non-compliance. The extended deadline for meeting these filing obligations was 30 November 2024. On 31 January 2025, the CIPC began the process of deregistering non-compliant companies.

 

Companies that have been deregistered by the CIPC are, from a legal standpoint, prohibited from trading. Deregistration may trigger the freezing of bank accounts, potential personal liability of directors, and result in significant operational disruption. In extreme cases, the state may even absorb the deregistered company’s assets.

 

The scale of the CIPC’s enforcement is significant: approximately 800,000 non-compliant companies were earmarked for deregistration. Rectifying the consequences of deregistration and re-registering a company can take up to 30 working days. As a result of the widespread deregistrations, the CIPC has relaxed certain reinstatement rules. Companies in this position are strongly encouraged to seek legal advice without delay.

 

Other notable developments from the CIPC include new guidelines on electronic AGMs, aimed at promoting effective and meaningful shareholder participation and engagement, as well as a practice note that strengthens the qualifications and responsibilities of business rescue practitioners.

 

King V Code of Corporate Governance (King V Code)

The King Committee has released the draft King V Code for public comment, marking an evolution from King IV. Building on its predecessor, King V aligns more closely with recent amendments to the Companies Act and places greater emphasis on sustainability, stakeholder inclusivity and integrated thinking — anchored in values like Ubuntu.

While the King Code is not legislation, many of its practices have been incorporated into the JSE Listings Requirements, making them binding on listed companies.

 

South African courts have also recognised the persuasive value of King’s principles, frequently referring to them in judgments involving corporate misconduct.

 

Beyond the courtroom, King has influenced legislative reform and empowered civil society and activists in holding companies accountable.

 

King V introduces a streamlined set of principles, a stronger framework for technology and AI governance, a standardised disclosure template, and an expanded ethical mandate. As the global and local business landscapes shift in response to climate change, technological disruption, and growing demands for social equity, King V responds by reinforcing outcomes-based governance with clearer guidance — balancing prescriptiveness with the flexibility of proportionality.

 

JSE modernisation

The Johannesburg Stock Exchange has recently undertaken several significant initiatives aimed at modernising its regulatory framework and enhancing market accessibility. These developments reflect the JSE’s commitment to fostering a robust and investor-friendly market environment while aligning with global best practices and local legislative requirements.

 

New Service Issue 32

The JSE has released a revised Service Issue 32 of the JSE Listings Requirements in February 2025, incorporating consolidations of the most recent effected changes (including those pertaining to market segmentation, the rejuvenation project, the new specialist securities rules and the B-BBEE segment, each detailed below).

 

Dual listings

The amended section 18 on Dual Listings has, among other things, collapsed the approved exchanges lists, provided for a fast track for qualification, simplified the dual listing company structure, and made provision for companies with a secondary listing – in certain circumstances – to follow compliance of a company’s primary exchange (rather than the more onerous regime) subject to new requirements.

 

Depository receipts (DRs)

Also dealt with in the Dual Listings section, the amendments have introduced provisions differentiating between sponsored and unsponsored DRs (i.e. issuers of unsponsored DRs must be regulated under the Banks Act or an equivalent, and must demonstrate expertise. Depository responsibilities and the entity’s financial data will also need to be published).

 

Alignment with legislative changes

The JSE is aligning its Listings Requirements with the Companies Amendment Act and the Second Companies Amendment Act. Proposed changes focus on corporate governance and remuneration policies. For example, proposed changes will remove non-binding advisory vote requirements for a company’s remuneration policy from the Listings Requirements for companies governed by the Companies Act. They also contemplate deleting aspects of schedule 14 on share incentive schemes since remuneration will be adequately covered elsewhere.

 

For foreign issuers, amendments propose that the non-binding advisory vote will remain, but the percentage of negative votes that trigger shareholder engagement will change. The JSE has announced that it will align the effective date of these changes with those of the corresponding provisions in the Companies Amendment Acts.

 

Simplification project advancements

The near final consolidated version of the new Listings Requirements pursuant to the JSE Simplification Project has now been released, with a final public consultation process currently being undertaken by the Financial Sector Conduct Authority. The last few phases of the Simplification Project have focused on streamlining pre-listing statements for Main Board issuers, while maintaining disclosure for AltX issuers and aligning with the Companies Act; and new listing criteria, simplifications for dual listings and hybrid securities clarifications. The JSE is aiming to finalise and bring the Simplification Project changes into effect in 2025.

 

As the corporate law framework evolves, businesses transacting in South Africa have an opportunity to address the challenges and embrace these legal and regulatory shifts. Doing so will ensure business operations and transactions are navigated in a way that is sustainable and aligned with global best practice. 

 

Truter is Head of Knowledge Management, Hackner and Soni are Knowledge and Learning Lawyers | Bowmans