Abstract
LL.M. (Commercial Law)
It is important that a companies’ register provides sufficient transparency of information, in order to ensure that the incorporation of a company is not a façade for those persons controlling, managing and owning companies.
It has become evident that the most adequate means of ensuring compliance with the provisions of company law relating to the lodging of annual returns is the imposition of some form of punishment or penalty on defaulting companies. Despite companies being subjected to some form of a penalty or punishment for their failure to conform to the obligation to submit annual returns it appears that there is still a certain degree of non-compliance with this obligation in all three of the jurisdictions contemplated.
This dissertation considers the duty to file annual returns in South Africa, Singapore and the UK. South Africa has successfully attempted to decriminalise company law in line with the objects of the Companies Act 71 of 2008, by treating criminal prosecution for the failure to submit corporate annual returns as a matter of last resort. Singapore has placed focus on the education of directors and other persons managing or controlling companies in lieu of prosecution where a person is in contravention of the requirements to submit annual returns. Where a company is in default for its failure to file annual returns, the UK prescribes a penalty in accordance with the length of the default.
An apparent need for reform is presented in South Africa. The introduction of the confirmation statement in the UK and the education of directors in lieu of prosecution in Singapore can inform this process for reform.