Law & Regulation
Companies Second Amendment Act 17 of 2024
Amends the Companies Act 71 of 2008's time-bar provisions governing director and prescribed-officer accountability: extends, on a good-cause basis, the period for bringing a section 77 claim to recover loss/damages/costs from a director, and separately extends the time bar for a section 162(2)–(3) application to declare a person delinquent or place them under probation. Commenced in full 27 December 2024, with retrospective operation.
Legal Significance
What This Instrument Does
Amends the time-bar provisions governing director and prescribed-officer accountability under the Companies Act: extends the period within which proceedings may be brought under section 77 to recover loss, damages or costs from a director for breach of fiduciary or statutory duty, and separately extends the time bar for an application under section 162(2)–(3) to have a person declared delinquent or placed under probation, in each case where good cause is shown. These changes took effect 27 December 2024 and have retrospective operation. Instrument boundary: amends only the specified time-bar provisions — does not change the substantive tests for section 77 liability or section 162 delinquency/probation, only the period within which a claim or application may be brought.
Key Provisions
- Amendment to section 77 time bar — Extended time bar for director-liability claims
Extends, on a good-cause basis, the period within which a claim for loss, damages or costs may be brought against a director under section 77. Practical consequence: do not assume a director's exposure has lapsed on the previously-applicable time bar alone; reassess against the extended (and retrospective) period.
- Amendment to section 162(2)–(3) time bar — Extended time bar for delinquency/probation applications
Extends, on a good-cause basis, the period for bringing an application to declare a director delinquent or place them under probation. Practical consequence: factor the extended exposure window into director due-diligence and indemnity/insurance structuring.
Legal Framework Position
- Companies & CorporateAmendment
Primary / Parent Instrument
Instrument Overview
- Official Citation
- 17 of 2024; Government Gazette 50992, 30 July 2024
- Instrument Type
- Law / Act
- Source Language
- English
- Enactment Date
- 30 July 2024
- Effective Date
- 27 December 2024
- Last Verified
- 6 September 2026