Law & Regulation
Companies Regulations, 2011
Supplies the operative procedural, financial-reporting and governance-threshold detail beneath the Companies Act 71 of 2008: the public interest score mechanism determining audit/independent-review and Social and Ethics Committee obligations, and business rescue practitioner licensing and tariff architecture.
Legal Significance
What This Instrument Does
Regulation 26 requires every company to calculate a public interest score at each financial year-end, summing points for average employees, third-party liability, turnover and known holders of a beneficial interest. Regulation 28 sets the public-interest-score bands requiring statutory audit versus independent review of annual financial statements. Regulation 43 requires a Social and Ethics Committee for companies with a public interest score of 500 or more in any two of the previous five financial years, and for all state-owned companies. Regulation 126 and related provisions set CIPC licensing criteria for business rescue practitioners, and tariff provisions cap practitioner fees by company size category. Instrument boundary: does not create the Companies Act's substantive rights and obligations — it implements procedural, threshold and licensing detail beneath it, and does not govern insolvency/winding-up or business-rescue substantive law.
Key Provisions
- Regulation 26 — Public interest score
Requires every company to calculate a public interest score at each financial year-end, summing points for average employees, third-party liability (per R1 million), turnover (per R1 million) and known holders of a beneficial interest in shares. Practical consequence: recalculate the score annually — a project company's obligations can change as it scales.
- Regulation 28 — Audit and independent review thresholds
Sets the public-interest-score bands requiring statutory audit versus independent review of annual financial statements. Practical consequence: confirm the current threshold banding rather than assuming a fixed audit requirement across the project life.
- Regulation 43 — Social and Ethics Committee
Requires a Social and Ethics Committee for companies with a public interest score of 500 or more in any two of the previous five financial years, and for all state-owned companies. Practical consequence: build committee establishment into governance planning once the threshold is approached.
- Regulation 126 and related provisions — Business rescue practitioner licensing
Sets CIPC licensing criteria for business rescue practitioners, including professional-body accreditation and experience/company-size matching. Practical consequence: verify current CIPC licensing status of a proposed practitioner rather than relying on professional membership alone.
- Tariff provisions — Business rescue practitioner remuneration
Sets tariff caps for practitioner fees by company size category. Practical consequence: check the current tariff schedule; historical figures should not be assumed current.
Legal Framework Position
- Companies & CorporateImplementing Instrument
Primary / Parent Instrument
Instrument Overview
- Official Citation
- Government Notice R.351 of 2011; Government Gazette 34239, 26 April 2011
- Instrument Type
- Regulation
- Source Language
- English
- Effective Date
- 26 April 2011
- Last Verified
- 6 September 2026