Primary briefing · Gazette
high impact 54722 · R. 313 of 2026 · 2026-05-22
Companies Amendment Act 2024 — Sections 5, 6 and 19 commenced with immediate effect
Effective from
22 May 2026
Proclamation Notice R. 313 of 2026, signed by President Ramaphosa and countersigned by Minister Mpho Parks Tau, brings sections 5, 6 and 19 of the Companies Amendment Act, 2024 (Act No. 16 of 2024) into operation upon publication in Government Gazette No. 54722 on 22 May 2026. The proclamation is issued under section 25 of the Amendment Act. The gazette does not reproduce the substantive content of the commenced sections, so practitioners must cross-reference the full text of Act 16 of 2024 to identify the new or amended obligations now in force.
Who is affected
All companies and close corporations regulated under the Companies ActDirectors and company officersCorporate and commercial law practitionersIn-house counsel across all sectors What this means for practitioners
Immediately cross-reference sections 5, 6 and 19 of the Companies Amendment Act 2024 (Act 16 of 2024) against the principal Companies Act to identify the specific obligations now in force.
Advise affected clients — including boards and company secretaries — on any new compliance requirements arising from the commenced provisions.
Update internal compliance checklists and governance frameworks to reflect the amendments.
Primary briefing · Judgment
medium impact High Court (Gauteng Division, Johannesburg) · 2026-05-22
African Rainbow Capital (Pty) Limited v Pula Group LLC and Others
African Rainbow Capital obtained a declaratory order that it had no obligations under a confidentiality agreement concluded between the first respondent (Pula Group LLC) and the third respondent. The Pula respondents, foreign entities (peregrini), sought leave to appeal, contending that the court erred in finding that a governing-law clause selecting South African law amounted to submission to South African jurisdiction.
The court held: Leave to appeal was granted to the Full Court of the Gauteng Division. The court found reasonable prospects of success on appeal, noting that the issues are novel insofar as they relate to recently developed common-law principles on jurisdiction over peregrini. The court applied the post-2013 heightened leave-to-appeal threshold under the Superior Courts Act and still found the standard met.
Legal impact: The Full Court appeal will directly address whether a governing-law clause can found jurisdiction over foreign parties — a question the court itself characterised as novel. The outcome could reshape how governing-law and jurisdiction clauses are drafted in cross-border commercial agreements. Practitioners advising on international contracts should monitor this appeal closely, as an adverse or favourable ruling will affect jurisdictional risk assessments for peregrini contracting under South African law.
Who is affected
Cross-border commercial and corporate practitionersCompanies with international counterparties subject to South African governing-law clausesLitigation practitioners handling jurisdiction challenges involving peregriniInvestment and private equity firms with foreign co-investors What this means for practitioners
Monitor the Full Court hearing for a ruling on whether governing-law clauses can found jurisdiction over peregrini.
Review existing cross-border agreements that select South African governing law but do not contain express jurisdiction or arbitration clauses — the outcome may affect enforceability assumptions.
Consider whether current contract templates should expressly address the distinction between governing law and submission to jurisdiction pending the Full Court decision.