COMPANIES ACT NO. OF 1973 - Home - Shepstone & Wylie

1 COMPANIES ACT NO. 61 OF 1973 [View Regulation] Repealed by s. 224 (1) of the COMPANIES Act, No. 71 of 2008 [with effect from 1 May, 2011] Editorial Note: Please refer to Schedule 5 of the new COMPANIES Act, No. 71 of 2008 for a better understanding of the provisions that are still applicable. [ASSENTED TO 19 JUNE, 1973] [DATE OF COMMENCEMENT: 1 JANUARY, 1974] (Unless otherwise indicated) (Afrikaans text signed by the State President) This Act has been updated to Government Gazette 34239 dated 26 April, 2011. as amended by COMPANIES Amendment Act, No. 76 of 1974 COMPANIES Amendment Act, No. 111 of 1976 COMPANIES Amendment Act, No. 64 of 1977 Revenue Laws Amendment Act, No. 114 of 1977 [with effect from 1 April, 1977] COMPANIES Amendment Act, No. 59 of 1978 Registration and Incorporation of COMPANIES in South West Africa Proclamation, No.

2 234 of 1978 [as it is applicable in the Republic] COMPANIES Amendment Act, No. 115 of 1979 COMPANIES Amendment Act, No. 84 of 1980 COMPANIES Amendment Act, No. 83 of 1981 Revenue Laws Amendment Act, No. 99 of 1981 [with effect from 1 April, 1982] COMPANIES Amendment Act, No. 29 of 1982 COMPANIES Amendment Act, No. 70 of 1984 COMPANIES Amendment Act, No. 29 of 1985 COMPANIES Amendment Act, No. 31 of 1986 Building Societies Act, No. 82 of 1986 [with effect from 29 August, 1986] Transfer of Powers and Duties of the State President Act, No. 97 of 1986 [with effect from 3 October, 1986] COMPANIES Amendment Act, No. 63 of 1988 Financial Markets Control Act, No. 55 of 1989 [with effect from 10 August, 1990] Taxation Laws Amendment Act, No. 69 of 1989 [with effect from 21 June, 1989] COMPANIES Amendment Act, No.

3 78 of 1989 COMPANIES Amendment Act, No. 18 of 1990 COMPANIES Second Amendment Act, No. 69 of 1990 Deposit-taking Institutions Act, No. 94 of 1990 [with effect from 1 February, 1991] Public Accountants' and Auditors' Act, No. 80 of 1991 [with effect from 21 June, 1991] COMPANIES Amendment Act, No. 82 of 1992 General Law Fourth Amendment Act, No. 132 of 1993 [with effect from 1 December, 1993] Abolition of Restrictions on the Jurisdiction of Courts Act, No. 88 of 1996 [with effect from 22 November, 1996] COMPANIES Amendment Act, No. 35 of 1998 COMPANIES Second Amendment Act, No. 60 of 1998 COMPANIES Third Amendment Act, No. 125 of 1998 Insider Trading Act, No. 135 of 1998 [with effect from 17 January, 1999] COMPANIES Amendment Act, No. 37 of 1999 Revenue Laws Amendment Act, No. 53 of 1999 [with effect from 24 November, 1999, unless otherwise indicated] COMPANIES Amendment Act, No.

4 35 of 2001 Corporate Laws Amendment Act, No. 39 of 2002 Judicial Matters Amendment Act, No. 55 of 2002 [with effect from 17 January, 2003, unless otherwise indicated] Insolvency Second Amendment Act, No. 69 of 2002 [with effect from 1 January, 2003] Judicial Matters Amendment Act, No. 16 of 2003 [with effect from 9 July, 2004] Prevention and Combating of Corrupt Activities Act, No. 12 of 2004 [with effect from 27 April, 2004] COMPANIES Amendment Act, No. 20 of 2004 Securities Services Act, No. 36 of 2004 [with effect from 1 February, 2005] Judicial Matters Amendment Act, No. 22 of 2005 [with effect from 11 January, 2006, unless otherwise indicated] Corporate Laws Amendment Act, No. 24 of 2006 proposed amendment by General Notice No. 336 of 27 February, 2006 GENERAL NOTE In terms of section 28 of Act No.

5 35 of 2001, the expression "certified post", wherever it occurs, is substituted with the expression "registered post". ACT To consolidate and amend the law relating to COMPANIES and to provide for matters incidental thereto. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 15A. 16. 17. 17A. 18. 19. 20. 21. 21A. 22. 23. 24. ARRANGEMENT OF ACT [Arrangement of Act amended by s. 1 of Act No. 37 of 1999.] Definitions CHAPTER I APPLICATION OF ACT General application of Act and preservation of rights of existing COMPANIES Restricted application of Act in case of banking and insurance COMPANIES and certain other associations Transitional provisions as to unlimited COMPANIES and partly paid-up shares CHAPTER II ADMINISTRATION OF ACT COMPANIES Registration Office and register Seal of the COMPANIES Registration Office The Registrar of COMPANIES .

6 His appointment and delegation of power Exemptions from liability Inspection and copies of documents in COMPANIES Registration Office and by foreign governments and universities Manner of payment of fees to COMPANIES Registration Office Annual report by Registrar Jurisdiction of Court under this Act and review of decisions of Registrar Security for costs in legal proceedings by COMPANIES and bodies corporate Copies of Court orders to be transmitted to Registrar and Master Regulations and policy Prohibition of disclosure of, and exemption from obligation to disclose, certain information Regulations and proclamations to remain in force Notices Delegation Standing Advisory Committee CHAPTER III TYPES AND FORMS OF COMPANIES , CONVERSIONS AND LIMITATIONS ON PARTNERSHIPS AND ASSOCIATIONS Types of COMPANIES Meaning of "private company" and cessation of its privileges Incorporation of associations not for gain Incorporation of certain branches of foreign COMPANIES and associations not for gain Conversion of a public company, having a share capital into a private company, and vice versa Conversion of a company into an incorporated association not for gain, or into a company limited by guarantee Conversion of a company limited by guarantee into a company having a share capital 25.

7 26. 27. 28. 29. 29A. 29B. 29C. 29D. 30. 31. Conversion of unlimited company Notice of intended conversion of company Contents and form of articles on conversion Amendment of certificate of incorporation of converted company and when conversion effective Effect of conversion and alteration of other registers Meaning of "close corporation" Cancellation of registration of memorandum and articles by Registrar upon conversion of company into close corporation Conversion of close corporation into company Effect of conversion of close corporation into company Prohibition of associations or partnerships exceeding twenty members, and exemption Unregistered associations carrying on business for gain not to be corporate bodies CHAPTER IV FORMATION, OBJECTS, CAPACITY, POWERS, NAMES, REGISTRATION AND INCORPORATION OF 32. 33. 34.

8 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. COMPANIES , MATTERS INCIDENTAL THERETO AND DEREGISTRATION Mode of forming company Capacity, main object and ancillary objects of company Powers of company Power as to pre-incorporation contracts Acts ultra vires the company not void Loans made and security provided by a subsidiary No financial assistance to purchase shares of company or holding company Company not to be a member of its holding company No division into interests, rights to profits or shares in guarantee COMPANIES Names of COMPANIES not to be undesirable Reservation of name Registration of translation and shortened form of name or defensive name Change of name and effect thereof Order to change name Provisions as to order to change name Registrar may call for affidavits and shall give reasons for decisions as to names Recourse to Court in matters as to names Formal requirements as to names of COMPANIES Use and publication of name by company Improper use of word "Limited" or "Incorporated" an offence Requirements for memorandum of association Memorandum may contain special conditions and may provide for unlimited liability of directors Form and signing of memorandum Alteration of memorandum to objects and powers Alteration of memorandum as to special conditions and other

9 Provisions Substitution of memorandum in other language Lodgment of altered memorandum COMPANIES to have articles of association Contents and form of articles of association Consolidation of articles Alteration of articles Registration of memorandum and articles Certificate of incorporation and its value as evidence Effect of incorporation on company and members Members may become liable where membership reduced below minimum Members' rights to copies of memorandum and articles Issued copies of memorandum or articles to embody alterations Contracts by COMPANIES Promissory notes and bills of exchange Service of documents upon COMPANIES Arbitration between COMPANIES and others Cancellation of registration of memorandum and articles Note: This content is licensed for use by mbali makhanya of Shepstone & Wylie Attorneys. Terms & Conditions 73A.

10 73B.. 73C.. 73D.. CHAPTER V SHARE CAPITAL, ACQUISITION BY COMPANIES OF OWN SHARES, SHARES, ALLOTMENT AND ISSUE OF SHARES, MEMBERS AND REGISTER OF MEMBERS, DEBENTURES, TRANSFERS, AND RESTRICTIONS ON OFFERING SHARES FOR SALE Share capital may be divided into par value shares or may be constituted by shares of no par value 75. Company may alter share capital and shares Premiums received on issue of shares to be share capital, and limitation on application thereof 77. Proceeds of issue of shares of no par value to be stated capital Effect of conversion of par value share capital into no par value share capital and vice versa 79. Payment of interest out of capital in certain cases Restriction of power to pay commission and discounts return to Registrar 81. Issue of shares of par value at a discount 82. Issue price of shares of no par value requiring special resolution 83.