NO. 45 OF 1996: RATIONALISATION OF CORPORATE LAWS ACT, 1996.
PRESIDENT'S OFFICE
No. 1599.
4 October 1996
NO. 45 OF 1996: RATIONALISATION OF CORPORATE LAWS ACT, 1996.
It is hereby notified that the President has assented to the following Act
which is hereby published for general information:-
ACT
To provide that certain corporate laws shall apply throughout the Republic;
to repeal certain other corporate laws; to provide for the retrospective
incorporation of certain putative close corporations; and to provide for
matters connected therewith.
(Afrikaans text signed by the President.)
(Assented to 27 September 1996)
BE IT ENACTED by the Parliament of the Republic of South Africa, as
follows:-
Definitions
1. In this Act, unless the context indicates otherwise-
(i) "Close Corporations Act" means the Close Corporations Act, 1984 (Act
No. 69 of 1984); (vi)
(ii) "Companies Act" means the Companies Act, 1973 (Act No. 61 of
1973); (v)
(iii) "existing close corporation" means any close corporation which
immediately before the commencement of this Act was a close
corporation in terms of the Close Corporations Act, 1988 (Act No.
33 of 1988), of the former Republic of Venda or the Close
Corporations Decree, 1993 (Decree No. 30 of 1993), of the former
Republic of Ciskei; (i)
(iv) "existing company" means any company which immediately before the
commencement of this Act was a company or external company in terms
of any law repealed by section 3; (iii)
(v) "existing defensive name" means any defensive name which immediately
before the commencement of this Act was a defensive name registered
in terms of any law repealed by section 3; (ii)
(vi) "this Act" includes the regulations made under section 10. (iv)
Application of laws
2. Subject to sections 7 and 8, the laws mentioned in Schedule I shall apply
throughout the Republic.
Repeal of laws
3. Subject to sections 7 and 8, the laws mentioned in Schedule 2 are hereby
repealed.
General application of Companies Act, and preservation of rights of existing
companies
4. (1) Notwithstanding the repeal of the laws mentioned in Schedule 2 by
section 3, any existing company shall continue to exist as a juristic person.
(2) The Companies Act shall apply to all existing companies and all existing
defensive names.
(3) Any reference in the Companies Act, whether express or implied, to the
date of incorporation or registration of an existing company, shall be
construed as a reference to the date on which such company was incorporated or
registered before the commencement of this Act.
(4) Nothing contained in this Act or the Companies Act shall affect any
right or privilege acquired or any liability or obligation incurred by any
existing company, whether by agreement or otherwise, before the commencement of
this Act, or affect the validity of the memorandum of association and the
articles of association of any such existing company in force, or deemed to be
in force, at such commencement unless it is inconsistent with the Companies
Act.$
General application of Close Corporations Act, and preservation of rights of
existing close corporations
5. (1) Notwithstanding the repeal of the laws mentioned in Schedule 2 by
section 3, any existing close corporation shall continue to exist as a juristic
person.
(2) The Close Corporations Act shall apply to all existing close
corporations.
(3) Any reference in the Close Corporations Act, whether express or implied,
to the date of incorporation of an existing close corporation, shall be
construed as a reference to the date on which such close corporation was
incorporated before the commencement of this Act.
(4) Nothing contained in this Act or the Close Corporations Act shall affect
any right or privilege acquired or any liability or obligation incurred by any
existing close corporation, whether by agreement or otherwise, before the
commencement of this Act, or affect the validity of the founding statement of
any such existing close corporation in force, or deemed to be in force, at such
commencement unless it is inconsistent with the Close Corporations Act.
Central register of companies and of close corporations
6. (1) The Registrar of Companies, appointed in terms of the Companies Act,
shall cause a single central register to be kept in respect of all existing
companies and all companies incorporated, or deemed to be incorporated, in
terms of the Companies Act.
(2) The Registrar of Close Corporations, appointed in terms of the Close
Corporations Act, shall cause a single register to be kept in respect of all
existing close corporations and all close corporations incorporated in terms of
the Close Corporations Act.
Saving
7. Any application made for the registration of any document in terms of the
laws repealed by section 3 and any document lodged in terms of the said laws,
before the commencement of this Act, shall be dealt with as if this Act had not
been passed.
Outstanding annual duty or fees
8. The repeal of the laws by section 3 does not affect the liability of any
existing company for annual duty, or any fees, additional fees or other moneys,
which became payable in terms of the said laws before the commencement of this
Act, and for that purpose the relevant laws shall be deemed to remain in force
until the duty, fees, additional fees and other moneys owing have been
recovered.
Close Corporations Decree, 1993, of former Republic of Ciskei
9. The Close Corporations Decree, 1993 (Decree No. 30 of 1993), of the
former Republic of Ciskei, shall be deemed to have come into operation on 15
November 1993.
Regulations
10. The Minister, by notice in the Gazette, may make regulations regarding
any matter arising from the repeal of the laws by section 3 or the application
of the laws referred to in section 2 in those parts of the national territory
in which they did not apply before the commencement of the Constitution,
including but not limited to-
(a) the integration of the different registration offices for companies
and for close corporations for the purpose of establishing a single
registration office for companies and a single registration office
for close corporations;
(b) the allocation and phasing in of new registration numbers for
existing companies and existing close corporations;
(c) the procedure to be followed for the changing of the name of any
existing company or existing close corporation where undesirable
duplications of names exist as a result of this Act;
(d) the cancellation of the registration of any existing company or
existing close corporation which became redundant as a result of
this Act; and
(e) generally, any matter that is necessary or expedient to prescribe in
order to achieve the objects of this Act.
Short title
11. This Act shall be called the Rationalisation of Corporate Laws Act,
1996.
SCHEDULE 1
Number and year of law Title
Act No. 27 of 1960 Business Names Act, 1960
Act No. 61 of 1973 Companies Act, 1973
Act No. 59 of 1980 Share Blocks Control Act, 1980
Act No. 69 of 1984 Close Corporations Act, 1984
SCHEDULE 2
Number and year of law Short title
1. TRANSKEI
Act No. 27 of 1960 Business Names Act, 1960
Act No. 61 of 1973 Companies Act, 1973
Act No. 14 of 1983 Companies Amendment Act, 1983
Decree No. 2 of 1991 Close Corporations Decree, 1991
2. BOPHUTHATSWANA
Act No. 27 of 1960 Business Names Act, 1960
Act No. 61 of 1973 Companies Act, 1973
Act No. 46 of 1979 Companies Amendment Act, 1979
Act No. 17 of 1980 Companies Amendment Act, 1980
Act No. 5 of 1981 Companies Amendment Act, 1981
Act No. 9 of 1982 Companies Amendment Act, 1982
Act No. 30 of 1986 Closed Corporations Act, 1986
Act No. 31 of 1986 Companies Amendment Act, 1986
Act No. 34 of 1986 Companies Second Amendment Act, 1986
Act No. 21 of 1991 Company Law Amendment Act, 1991
3. VENDA
Act No. 27 of 1960 Business Names Act, 1960
Act No. 61 of 1973 Companies Act, 1973
Act No. 7 of 1981 Registration and Incorporation of Companies
in the Republic of Venda Act, 1981
Act No. 12 of 1984 Companies Amendment Act, 1984
Act No. 33 of 1988 Close Corporations Act, 1988
Act No. 22 of 1989 Companies Amendment Act, 1989
Proclamation No. 27 of 1991 Companies Amendment Proclamation, 1991
4. CISKEI
Act No. 27 of 1960 Business Names Act, 1960
Act No. 61 of 1973 Companies Act, 1973
Act No. 4 of 1982 Companies Amendment Act, 1982
Act No. 6 of 1986 Companies Amendment Act, 1986
Decree No. 30 of 1993 Close Corporations Decree, 1993$