Companies Second Amendment Act, 2024

The text provided is not a court judgment but a published Act of Parliament in the Government Gazette. It records that the President assented on 25 July 2024 to the Companies Second Amendment Act, 2024, which amends sections 77 and 162 of the Companies Act 71 of 2008. The Act changes the time-bar regime for proceedings to recover loss, damages or costs under section 77 by excluding the application of the Prescription Act 68 of 1969, imposing a three-year period from the act or omission, and empowering a court to extend that period on good cause shown, including where the period has expired or the relevant conduct pre-dated the amendment. It also amends section 162 by extending from 24 months to 60 months the period within which a person must have been a director for purposes of delinquency or probation applications, and grants courts a power to extend those periods on good cause shown, including retrospectively in relation to conduct occurring before promulgation. The Act comes into operation on a date to be fixed by the President by proclamation in the Gazette.

• No judicial legal issues can be extracted because the text is legislation, not a court judgment.
• The legislative subject matter concerns amendment of time bars under section 77 of the Companies Act and extension of periods relevant to delinquency and probation applications under section 162.

The Companies Second Amendment Act, 2024 was assented to by the President and published. It amends section 77 and section 162 of the Companies Act 71 of 2008, and will commence on a date fixed by presidential proclamation in the Gazette.

Not applicable. There is no ratio decidendi because the text is not a judicial decision but a statute enacted by Parliament.

Not applicable. There are no obiter dicta because the text is not a court judgment.

The Act is significant for South African company law because it alters the limitation framework for director and officer liability claims under section 77, expressly disapplies the Prescription Act to such proceedings, and gives courts a discretionary power to extend the three-year period on good cause shown. It also broadens the reach of delinquency and probation proceedings under section 162 by extending the relevant look-back period from 24 to 60 months and allowing judicial extension, including in respect of pre-promulgation conduct. These amendments potentially strengthen accountability mechanisms against directors and other persons who may incur liability under the Companies Act.