Banks Act 94 of 1990

Legal Significance

Key Provisions

• Sections 1–2 — Definitions, relationship to the Financial Sector Regulation Act and exclusions

  Defines regulated banking activity, confirms interaction with the FSR Act, and excludes specified matters. Practical consequence: analyse substance, not marketing label, before accepting deposits or structuring bank-like activity.

• Section 11 — Prohibition on unregistered banking business

  Restricts conducting the business of a bank without registration or lawful authority. Practical consequence: verify regulatory status independently — incorporation alone is insufficient.

• Sections 12–18A — Authorisation, registration and foreign-institution branches

  Establishes application, authorisation and registration requirements, conditions of registration and authorisation for branches of foreign institutions. Practical consequence: identify whether a foreign lender operates through a branch under section 18A.

• Section 34 — Representative offices of foreign institutions

  Separately regulates representative-office presence, distinct from full branch authorisation under section 18A. Practical consequence: confirm the exact status and permitted activity of a foreign counterparty's local presence.

• Sections 37–41 — Share acquisition permission, nominee registration and related shareholder-information provisions

  Regulates permission for share acquisition, registration of shares in nominee names, shareholder information duties, and effects of registration contrary to the Act. Practical consequence: confirm regulatory permission before completing a share acquisition or nominee arrangement.

• Sections 42–50 — Restriction of control and controlling-company registration

  Restricts acquiring control of a bank without approval and regulates registration, cancellation and lapse of registration of controlling companies. Practical consequence: build regulatory approvals into control transactions — ordinary corporate consent may not suffice.

• Sections 51–60B — Corporate structural matters, directors, officers and corporate governance

  Regulates application of the Companies Act to banks, subsidiaries and disclosure of interests, amalgamations, mergers, reconstructions and memorandum changes, and director/officer, compliance and corporate-governance requirements. Practical consequence: confirm signatory authority and structural approvals separately.

• Sections 61–65 — Auditor appointment, audit committee and reporting to the Authority

  Regulates appointment of auditors (including by the Registrar), audit committee and related board committees, and forwarding of notices/reports/returns/financial statements to the Authority. Practical consequence: public/regulatory reports do not replace counterparty credit analysis.

• Sections 66–67 — Disclosure of share capital and shareholders

  Requires disclosure of issued share capital and of the names of certain shareholders. Practical consequence: use disclosed shareholder information as one input, not a complete ownership picture.

• Sections 70–74 — Prudential requirements — capital, liquidity and concentration risk

  Sets minimum share capital and unimpaired reserve funds (including at banking-group level), minimum liquid assets, concentration-risk limits, and consequences of failure to comply. Practical consequence: do not treat a bank's commercial appetite as fixed — regulatory constraints may matter.

• Sections 6–7, 75, 82 and 86 — Supervisory information and inspection

  Empowers the Registrar/Authority to inspect and issue guidelines, requires banks to furnish information and returns, and authorises examination of documents and suspected unregistered activity. Practical consequence: maintain records and respond through authorised governance channels.

• Sections 76–80 — Conduct of bank business

  Restricts investments in immovable property and shares and loans to certain associates, prohibits undesirable practices, regulates specified financial instruments, and limits certain bank activities. Practical consequence: do not assume a bank counterparty's product is unconstrained by these limits.

• Sections 68, 69 and 69A — [Repealed] Former winding-up, curatorship and curatorship-investigation provisions

  These provisions have been repealed by the Financial Sector Laws Amendment Act and no longer provide the operative framework for a distressed bank. Practical consequence: bank resolution is now addressed under the Financial Sector Regulation Act's resolution framework (Chapter 12A), effective from 1 June 2023 — finance documents should not rely on curatorship mechanics described by reference to these repealed sections.

InfraLex Relevance

The institution-specific bank regulatory layer; the SARB Act addresses the central bank, the Financial Sector Regulation Act supplies cross-sector institutional supervision and now the bank-resolution framework, and regulations/standards provide granular prudential rules.

Legal Framework Position

• Banking & FinancePrimary / Framework Instrument

Instrument Overview

Official Citation

94 of 1990; Government Gazette 12683, 8 August 1990

Instrument Type

Law / Act

Source Language

English

Enactment Date

8 August 1990

Effective Date

1 February 1991

Last Verified

6 September 2026

Official Source