Companies Amendment Act
STAATSKOERANT
VAN DIE REPUBLIEK VAN SUID-AFRIKA
REPUBLIC OF SOUTH .AFRICA
GO.VERNMENT .. GAZETTE . . - . . '
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KAAPSTAD, 18 JULIE 1979
CAPE TOWN, 18 JULY 1979 [No. 6584
DEPARTEMENT VAN DIE EERSTE MINISTER DEPARTMENT OF TilE PRIME MINISTER
No. 1557. 18 Julie 1979. No. 1557. 18 July 1979.
Hierby word bekend gemaak dat ·die Staatspresident sy goedkeuring geheg bet aan die onderstaande Wet wat hierby ter algemene inligting gepubliseer word:-
No. 115 van 1979: Maatskappywysigingswet, 1979.
It is hereby notified that the State President has assented to the following Act which is hereby published for general information:- ·
No. 115 of 1979: Companies Amendment Act, 1979.
Please note that most Acts are published in English and another South African official language. Currently we only have capacity to publish the English versions. This means that this document will only contain even numbered pages
as the other language is printed on uneven numbered pages.
2 No. 6584 GOVERNMENT GAZETTE, 18 JULY 1979
Act No. 115, 1979 COMPANIES AMENDMENT ACf, 1979.
GENERAL EXPLANATORY NOTE:
r
Insertion of heading and sections 73A, 73B, 73C and 730 in Act 61 of 1973.
J Words in bold type in square brackets indicate omissions from existing enactments.
Words underlined with solid line indicate insertions in existing enactments.
ACT To amend the provisions of the Companies Act, 1973, so as to
. provide for the deregistration and, . in . certain cases, . the
. registration as external companies of certain companies which are registered in the Republic and become regis- tered in certain designated states; to further regulate the powers of the Minister to require certain information;
. and to ·further regulate the changing of the end of its . financial year by a company; and to provide for matters connected therewith.
(English text signed by the State President. ) (Assented to 2 July 1979.)
BE IT ENACTED by the State President, the Senate and the House of Assembly of the Republic of South Africa,· as
follows:-
1. The following heading and sections are hereby inserted in the. Companies Act, 1973 (hereinafter referred to as the principal Act), 5 after section 73:
• 'Companies which cease to be registered in the Republic.
Designation of certain · states for particular purposes.
Effect of certain agreements entered into with designated states.
73A. The Minister may by notice in the Gazette ~esignate any state the territory of which formed part of the Republic and which became an independent 10 state in terms of an · Act of Parliament, as a state between. the Government of which and the Govern- ment of the Repul?lic an agreement exists relating to the registration in that state of certain companies incorporated and certain external companies regis- 15 tered in the Republic.
73B. The provisions of sections 73C and 730 shall · · apply in respect , of any company incorporated, or
external company registered, in the Republic, which has a registered office or place of business in a state 20 designated in terms of section 73A and which, in accordance with the · provisions . of an agreement relating to such companies and external. companies entered into between the Government of the Repub- lic and the Government of that state, is registered as 25 a company and deemed to be incorporated · in, or is registered as an external company in, that state.
Deregistration 73C. (1) When the Registrar is notified by the of ~ompanies proper officer of a state designated in terms of section ~gis~red . 73A that- · . · · · · 30 m designated . ( · ) · d · th R bl' h b state. a a company mcorporate m e epu 1c as een
registered and is deemed to be incorporated in that state, the Registrar shall, in accordance with
4 No. 6584
Act No. liS, 1979
(b)
GOVERNMENT GAZETTE, 18 JULY 1979
COMPANIES AMENDMENT ACf, 1979.
the provisions of section 73 (7), by certified ·post send to that company a notice in· which the company is informed-
(i) that the Registrar has been so notified; (ii) of the date with effect from . which . the 5
company has ·been so registered and is deemed to be so incorporated; and
(iii) that after the expiration of a period of 90 days as from the date of the notice the company will, subject to the provisions of 10 subsections (2) and (3), be deregistered in the Republic; or
an external company registered in the Republic has been registered in that state, the Registrar shall by certified post send to such external 15 company at its postal address and at the address of its registered office, to the person authorized to accept service on ·behalf · of the external company and to its auditor, a notice in which the external company is informed- 20
(i) that the Registrar has been so notified; (ii) of the date with effect from which the
external · company has been so registered; and · · · ·
(iii) that. after the expiration of a period of 90 25 · days as from the date of ·the notice the
external company will, subject to the provi- sions of subsections (2) and (4), be deregis- tered in the Republic. ·
(2) If any company or external company referred to 30 in subsection (1) has failed to satisfy the Registrar, before the expiration of the period specified in a notice referred to in paragraph (a) or (b), as the case may be, ·of that subsection, or within such further period as the · Registrar may on · the written application of the 35 company or external company allow,. that the com- pany or external company should not be registered in
. the state in question or that the company or external company has ceased to be so registered after the date referred to in subsection ( 1) (a) (ii) or (b) (ii), as the 40 case may be, the provisions of section 73 (5) and (6) shall · mutatis mutandis apply in respect of. such company and the provisions of section 332 (4) shall mutatis mutandis apply in respect of such external company, but subject to, respectively, the provisions 45 of subsections (3) and (4) of this section: Provided that in the application of section 73 (5) or 332 (4), as the case may be, the reference therein to any notice shall be construed as a reference to the notice sent in terms of subsection (1) (a) to the company in question 50 or in terms of subsection (1) (b) to the external company in question, and the reference in section 332 ( 4) to a period of two months shall be construed as a reference to the period or further period (if such -further period has been allowed by the Registrar 55 under this subsection) referred to in this subsection .
. . (3) If a company satisfies the Registrar before the expiration of the period of 90 days ·referred to in subsection (1) (a) (iii) or within such further period as the Registrar may on the written application of the 60 company allow, that such company has been regis- tered and . is deemed to be incorporated in a state · designated in terms of section 73A, but that the said company has a place of business in the Republic, the Registrar shall- · : . . . · . 65
6 No. 6584
Act No. 115, 1979
Amendment of section 255 of Act 61 of 1973.
·Savings. ··
; \ I • ,' ~ . : •
GOVERNMENT GAZEITE, 18 JULY 1979
COMPANIES AMENDMENT ACT, 1979.
(a) provided the company has complied with such o the provisions of section 322 (l) as the Registrar may determine, adjust the registration in respect of that company . in the register kept by him under section 5 accordingly, and such adjustment 5 shall · be of force and effect ·as from the date referred to in paragraph (b); and
(b) after compliance with the provisions of para- . graph (a), by notice in the Gazette make known that the c9mpany in question- .
(i) has,' with effect froni a date specified in the · notice, been registered and is deemed to be
incorporated in a state designated in terms of section 73A and likewise specified in the ·notice; and : · . · · ' .
(ii) ·has, with effect from the date referred to in 'subparagraph . (i); . been . registered in the
10
15
· · Republic as an· external company. (4) If an external compan).'·satisfies the Registrar
before the expiration of the period of 90 days referred 20 ·to in subsection (1) (b) (iii) or within such further period 'as· the Registrar may on' the written application
· of the external company allow, that such external company has been registered in a state designated in
' · terms . of section 73A, but ' that the said external 25 · company has a place of business in the Republic, the Registrar .. shall, provided the external company has
· · complied with such of the provisions of section 322 ·(I) as the Registrar may d~termine, adjust the records
·. · kept in respect of that · external company in the 30 . · Companies Registration Office ~ccordingly .
. - 73D. (1) The provisions of section 73C shall not apply in respect of any company or external company of which the . winding-up · has commenced, or a company placed under judicial management, at any 35 .time before_such company or external company could be deregistered in terms of the provisions of section
'73C (2). · . ' . . · · (2) The provisions of section 335 (5),' (6) and (7) ·· . shall mutatis mutandis appl~ in respectof a co~pany 40 or an external company, which has. been·deregtstered in temis of the provisions : of section· 73C or a company which has been registered as 'an external company in terms of the last-mentioned provisions.
(3) Notwithstan
·_ of anything . done by · virtUe 'of · the provisions of ·sections· 73B and· . 73C ·in connection with the registration of any company or external company.".
\ .· ·2. ·Section 255. of the principal Act is hereby amended- 50 ' (a) by the ·substitution for subsection (1) of the following
subsection:· : · · · · · ·· ' ''(1). When [it appears , toJ the Minister [that
there is good reason] deems it necessary ~o investigate [the ·ownership of] any interest 'in shares or deben- 55 tufes oLa compariy . [and that it, is unnecessary to appoint an 'inspector for'Jhe purpose],· he may by
. Written notice require:::..:'.·,. ~ ,; ; . . ' - . (a) any director or officer of the company; or · . iJ21. ·any person whom he has reason to believe- 60
· [(a)J.Ql.to [bel _~ or to have [been] ~ · __ . . any ·. ,~!nt(!reste(fJ ·· interest in those
shares or d~bentures; . or
8 No. 6584
Act No. 115, 1979
Amendment of section 285 of Act 61 of 1973, as amended by section 12 of Act 76 of 1974.
Short title.
GOVERNMENT GAZETTE, 18 JULY 1979
COMPANIES AMENDMENT ACT, 1979.
[(b)] (ii) to be acting or to have acted in relation to - those shares or debentures as the [attor-
ney] · trustee or agent or nominee of someone [interested] having any inter- est therein, .
to . [give] fu~sh .the Minister in writing, within twenty-one days after the date. of the said notice, with
· any information which he has or can reasonably be ·
5
· expected to obtain as to [the] any- present [and]~ past [interests] _ interest in those shares or debentures 10 and the [names] name and [adresses] address of the [persons] interested person concerned and of any [persons] ·. person. who [are] is acting or [have] has acted on [their] his behaltln relation to [the] ~se shares or debenturCS. "; 15
(b) bjthc substitution for subsection (2) of the following . subsection: . :
"(2) For the purposes of this section, a person shall be deemed to have an interest in a share or debenture .2f
· a company if he has any right as against any member of 20 or any holder of a debenture of the company in respect
· of dividends, · interest or capital received from the company. by such member or holder, or if he has any right to acquire or dispose of the share or debenture or
. any interest therein or to vote in respect thereof or is 25 able materially to . mftuence ·the exercise of such vOtiii'g
· right, or if his consent is necessary for the exercise of · any of the rights of a member or any other [persons] · per86n · [interested] having an interest therein, or if a
member or any other_ [pe~sonsl ~ [interestedT30 having an interest therein can be required or [are] is
· accustomed to exercise [their] his rights in accord- ance with his instructions, or if beTs a beneficiary, of
. whatever nature,. in relation to such share or deben- ture."; 35
3: Section 285 of the principal Act is hereby amended by the ·substitution for subsection (2) of the following subsection:
· . · "(2) A company may at any :time before the end of its current financial year [- . .. (a) l on payment of the prescribed fee. and on lodgement with 40
the Registrar of the prescribed form- ( a) change the end of [its] that financial year to a date - being not more than six months earlier; or (b) with the approval of the Registrar give~ on good cause
shown and upon payment of [the prescribed fee and] 45 the annual duty referred to in section 174 (5), change the end of [its l that financial year to a date being not more than six months 'tater; . .
· · ·and · in such a case Cvery subsequent firiimcial year Of the company shall end, subject to the provisions of this section, 50
· on the date as so changed.". ·
; 4 •. This_Acfshall be -~alled the Companies Amendment Act, 1979.