Companies Amendment Bill 2026

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Companies Amendment Bill 2026

• 01 June 2026
• Law
• South African Accounting Academy

Summary:

Several major Companies Act amendments came into effect on 22 May 2026 (originally signed into law in 2024), as the 2024 Companies Amendment Act introduced stricter rules around executive pay, remuneration disclosures, and shareholder oversight at public and state-owned companies.

Article:

Sections 5, 6 and 19 of the 2024 Companies Amendment Act came into effect by presidential proclamation in the Government Gazette on 22 May 2026. This is noting that several sections of the same amendment Act came into force in December 2024. Refer to our previous Alert dated 6 January 2025

• Section 5 (amending section 30 of the 2008 principal statute, dealing with annual financial statements) requires the naming of directors and prescribed officers.
• Section 6 (inserting sections 30A and 30B into the principal statute) makes the preparation of a company remuneration policy mandatory, along with related reporting.
• Section 19 (amending section 166 of the principal statute, dealing with alternative dispute resolution) makes the Companies Tribunal responsible for certain prescribed processes.

The most significant changes relate to how companies disclose and approve executive remuneration.

• Public and state-owned companies are now legally required to prepare forward-looking remuneration policies that must be approved by shareholders through an ordinary resolution at annual general meetings.
• These policies must be approved every three years, or sooner if material changes are made. Companies will not be allowed to implement changes to remuneration policies until shareholders approve them.

Companies must also prepare annual remuneration reports that include a background statement, the remuneration policy, and an implementation report detailing how the policy was applied.

• The implementation report introduces extensive disclosure requirements, including the total remuneration paid to every director and prescribed officer, the average and median remuneration of employees, and the pay gap between the company’s highest and lowest earners.
• The report must include the remuneration gap, which reflects the ratio between the total remuneration of the top 5% of the highest-paid employees and the total remuneration of the bottom 5% of the lowest-paid employees.

The amendments also introduce what has been described as a “two-strike rule” for remuneration reports.

Companies now need to urgently align their governance and reporting practices with the new legal framework.

Access the 28-page 2024 Companies Amendment Act at https://www.gov.za/sites/default/files/gcis_document/202407/50991-30-7-companiesamendmentact162024.pdf

Click here to download the document:

https://www.gov.za/sites/default/files/gcis_document/202605/54722pro313.pdf

Relevance to Auditors, Independent Reviewers & Accountants:

• The Companies Act (including the relevant amendments) is yet another piece of legislation that your clients must comply with, and which you must assess compliance with.  If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
• As an auditor, independent reviewer and accountant, you need to consider your client’s compliance with the Companies Act.
• As legislation and regulations are continuously changing and evolving, it is of utmost importance for companies and practitioners to keep abreast of such changes in so that companies continue to meet their compliance obligations.

Relevance to Your clients:

• An entity (company or close corporation) has a duty to comply with the Companies Act, and directors have to fulfil their duties accordingly, otherwise they could be held liable.

• As legislation, regulations and tax law are continuously changing and evolving, it is of utmost importance for companies to be aware of the latest changes that may affect their compliance obligations.

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