Corporate Laws Amendment Act

Link to law: http://www.gov.za/documents/corporate-laws-amendment-act
Published: 2003-01-22

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Corporate Laws Amendment Act [No. 39 of 2002]


Government Gazette
REPUBLIC OF SOUTH AFRICA

Vol. 451 Cape Town 22 January 2003 No. 24280
THE PRESIDENCY No. 116 22 January 2003 It is hereby notified that the President has
assented to the following Act, which is hereby published for general information:–
No. 39 of 2002: Corporate Laws Amendment Act, 2002.


2 KO. 24280 GOVERNMEhT GAZElT .&?? JANUARY 2003
Act No. 39,2002 CORPORATE LAWS AMENDMENT ACT. 2002 c
GENERAL EXPLANATORY NOTE:
[ ] Words in bold type in square b ackets indicate omissions from existing enactments.
Words underlined with a solid line indicate insertions in existing enactments.
‘. .
(English text signed by tlte President.) (Assented to 30 Decern’ber 2002.)
ACT To amend the Companies Act, 1973, so as to make further provision for the manner of payment of fees or other moneys payable in terms of the Act; to clarify that each application for the reservation of a company name must be accompanied by a prescribed fee; to further regulate the registration f a memorandum and articles of association of a company; and to introduce the lodgement of an annual return by companies; to amend the Close Corporations Act, 1984, so as to make further provision for the manner of payment of fees or other moneys payable in terms of the Act: and to introduce the lodgment of an annual return by close corporations; and to provide for matters connected therewith.
B E IT EXACTED by the Parliament of the Republic of South Africa, as follows:- Amendment of section 10 of Act 61 of 1973, as amended by section 2 of Act 31 of 1986 and section 3 of Act 35 of 2001
1. Section 10 of the Companies Act. 1973, is herebb amended- 5 ( a ) by the deletion of paragraphs (a) and (b) of subsection (1 ) ; and ( h i b!, the substitution for paragraph ( c ) of subsection ( 1 ) of the following
“(c ) in such [other] manner, including [such] 3 electronic form of paragraph:
transfer of money, as the Regi trar may direct.”. 10
Amendment of section 42 of Act 61 of 1973, as amended by section 6 of Act 83 of 1981 and section 2 of Act 35 of 1998
2. Section 42 of the Companies Act. 1973, is hereby amended by the substitution for subsection ( I ) of the following subsection:
“ ( 1 ) Subject to the provisions of section 41, the Registrar shall, on written 15 application on the prescribed form and on payment of the prescribed fee for each such written application form lodged, reserve a name (approved by the Registrar) or literal translation into not more than one other official language of the Republic of a name of a company or a shortened form of the name or name so translated of a company. pending the registration of a memorandum or a change of name by that 20 company or the registration of another form of the name or translated name.”.
-2 No. 2-2280 GOVERNMENT GAZElTE,G? JANUARY 2003 e
Act No. 39,2002 CORPORATE LAWS AMENDMENT ACT. 2002
Amendment of section 63 of Act 61 of 1973, as amended by section 4 of Act 76 of 1974, section 3 of Act 29-of 1982, section 2 of Act 29 of 1985, section 4 of Act 31 of 1986, section 2 of Act 78 of 1989 and section 7 of Act 35 of 2001
3. Section 63 of the Companies Act. 1973. is hereby amended by the substitution for
* ' C ) In addition to the prescribed fee referred to in subsection (1 ) an additional subsection ( 2 ) of the following subsection: 5
fee shall he payable calculated at the rate of- \. in the case of a company having a nominal share capital with shares having a par mlue. [five rand] a prescribed amount for each thousand rand or part thereof: 10 in the case of a company having shares of no par value, [five rand] _a prescribed amount for each thousand shares o;.part thereof: in the case of a company having both shares of par value and shares of no par \,due. the aggregatc. of the amounts calculated on the basis laid down in paragraphs ( N ) and ( h ) of this subsect on.". 15
Amendment of section 73 of Act 61 of 1973, as amended by section 5 of Act 59 of 1978. section 3 of Act 29 of 1982, section 5 of .4ct 31 of 1986, section 4 of Act 18 of 1990 and section 28 of Act 35 of 2001
3. Section 7 3 of the Companies Act. 1973. is hereby amended by the substitution for subsection ( 1 ) of the following subsectio : 20
"( 1 ) If a cornpan). has failed. for a period of more than six months, to lodge an annual return in compliance with section 173 or if the Registrar has reasonable cause to believe that a colnpan~' is not carrying on business or is not in operation, [he] the Registrar shall. in accordance with subsection (7). send to the company by registered post a letter enquiring ivhether it is carrying on business or is in 25 operation.".
Insertion of section 173 in Act 61 of 1973
5. The following section is hereby inserted in the Companies Act, 1973. after section 172:
"Annual return 3 0
173. ( 1 ) ( a ) In order to assist the Registrar to determine whether the information required to be disclosed in terms of this Act by a company has been disclosed and is still valid, e\.er). cornpan!. shall not later than the end of the month following upon the month within w,hich the anniversary of the date of its incorporation occurs. on payment of the prescribed fee. lodge n ith the Registrar a rettirn in the prescribed form.
0 7 ) If the date of the company's incorporation cannot be established from the documents in the Companies Registration Office. the date of such anni\persary shall for purposes of this section be deemed to be 30 June.
( 2 ) A cop). of the annual retun contemplated in subsection ( 1 ) shall be kept at the registered office of the company. and the provisions of section 11 3 relating to the inspection of the register of members of the company and the furnishing of copies thereof shall apply mutaris muturzdis to the annual return by a company.
( 3 ) For purposes of this ection "company" includes an external company.".
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6 30. 34280 GOVERNMENT GAZElT ,+? JANUARY 2003
Act No. 39,2002 CORPORATE LAWS AMENDMENT ACT. 2002 c
Amendment of section 178 of Act 61 of 1973, as amended by section 15 of Act 64 of 1977, section 7 of Act 84 qf 1980, section 10 of Act 29 of 1982, section 9 of Act 31 of 1986. section 3 of Act 78 of 1989 and section 47 of Act 88 of 1996
6. Section 178 of the Companies Act. 1973. is hereby amended by the substitution for
‘*( 1 ) A company or an external company which has failed to lodge a return or other document required by section 93(3). 173. 200(13h216(2) or 376 within the period specified by the relevant provision. may thereafter. without derogating from any provision of this Act. lodge such return or other document subject to the payment to the Registrar of the prescribed additional fee in respect of each such failure.”.
subsection ( 1) of the following subsection:
i . , Amendment of section 6 of Act 69 of 1984, as amended by section 3 of Act 22 of 2001
7. Section 6 of the Close Corporations .4ct. 1984. is hereby amended b!. the deletion of paragraphs (a i and (Dl of subsection ( 1 I .
Insertion of section 15A in Act 69 of 1984
8. The following section is hereby inserted in the Close Corporations Act. 1984. after section 15:
“Annual return
15A. ( 1 ) In order to assist the Registrar to determine whether the information required to be disclosed in terms of this Act by a corporation has been disclosed and is still valid, every corporation shall not later than the nd of the month following upon the month within which the anniversary of the date of its incorporation occurs, on payment of the prescribed fee, lodge with the Registrar a return in the prescribed form.
( 2 ) A copy of the annual return contemplated in subsection ( I ) shall be kept at the registered office of the corporation, and the provisions of section 16 relating to the inspection of the founding statement and proof of its registration shall appl) m m r i s nzutarzdis to the annual return by a corporation.
( 3 ) Any corporation which has failed to lodge a return required by subsection ( I ) within the period prescribed therein, may thereafter lodge such return. subject to the payment to the Registrar of the prescribed additional fee in respect of each such failure: Provided that the Registrar may. upon Food cause shown. waive payment of the fee concerned.“.
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Amendment of section 26 of Act 69 of 1984, as amended by section 6 of Act 38 of 35 1986 and section 14 of Act 22 of 2001
9. Section 26 of the Close Corporations Act, 1984. is hereby amended by the
“( 1 ) If a corporation has failed. for a period of more than six months. to lodge an annual return in compliance with section 15A or if the Registrar has reasonable 40 cause to believe that a corporation is not carrying on business or is not in operation. [he] the Repistrar shall serve on the corporation at its postal address a letter by registered post in which the corporation is notified thereof and informed that if [he] the Registrar is not within 60 days from the date of [his] the letter informed in writing that he corporation is carrying on business or is in operation, the 45 corporation will. unless good cause is shown to the contrary, be deregistered.”.
substitution for subsection (1) of the following subsection:
8 No. 24280 GOVERNMENT GAZE%- JANUARY 2003
Act No. 39,2002 CORPORATE LAWS AMENDMENT ACT. 2002 e
Short title and commencement
10. This Act is called the Corporate Laws Amendment Act, 2002, and comes into operation on a date fixed by the President by proclamation in the Gazette.