COMPANIES ACT
COMPANIES ADMINISTRATIVE REGULATIONS
These regulations were published under:
Government Notice R1948 in Government Gazette 4055 of 19 October 1973
as amended by:
Government Notice R2384 in Government Gazette 4107 of 14 December 1973
Government Notice R55 in Government Gazette 4138 of 11 January 1974
Government Notice R119 in Government Gazette 4567 of 17 January 1975
Government Notice R1665 in Government Gazette 5283 of 10 September 1976
Government Notice R1911 in Government Gazette 5317 of 22 October 1976
Government Notice R787 in Government Gazette 5536 of 6 May 1977
Government Notice R2044 in Government Gazette 5762 of 7 October 1977
Government Notice 1391 in Government Gazette 6087 of 30 June 1978
Government Notice R1758 in Government Gazette 6620 of 17 August 1979
Government Notice R1121 in Government Gazette 7054 of 6 June 1980
Government Notice R1759 in Government Gazette 7198 of 29 August 1980
Government Notice R2443 in Government Gazette 7916 of 13 November 1981
Government Notice R559 in Government Gazette 8120 of 26 March 1982
Government Notice R873 in Government Gazette 9700 of 19 April 1985
Government Notice R2348 in Government Gazette 9971 of 18 October 1985
Government Notice 539 in Government Gazette 10157 of 27 March 1986
Government Notice R1962 in Government Gazette 11520 of 30 September 1988
Government Notice R415 in Government Gazette 11739 of 10 March 1989
Government Notice R601 in Government Gazette 11792 of 31 March 1989
Government Notice R736 in Government Gazette 11833 of 21 April 1989
Government Notice R2090 in Government Gazette 12112 of 29 September 1989
Government Notice R1110 in Government Gazette 19204 of 4 September 1998
Government Notice R762 in Government Gazette 20200 of 18 June 1999
Government Notice R1712 in Government Gazette 25739 of 18 November 2003
(as corrected by Government Notice R1790 in Government Gazette 25823 of 8 Dec 2003)
Government Notice R.607 in Government Gazette 27713 of 1 July 2005
----------------------------------------------------------I, Jan Christiaan Heunis, Deputy Minister of Economic Affairs, have on behalf of the
Minister of Economic Affairs, under the powers vested in him by section 15 of the
Companies Act, 1973 (Act 61 of 1973), made the following regulations.
INTERPRETATION
1.
In these Regulations, unless the context otherwise indicates'access code' means the unique identification particulars, whether
alphanumeric, biometric or otherwise, enabling the CIPRO system to identify a
person:
‘agent’ means any person who has been allowed by the Registrar to use
electronic services, including a company secretary, who is legally entitled to act
on behalf of a company and who has thus been allowed to use or provide
electronic services or to act as an intermediary in respect of electronic services;
the Act' means the Companies Act, 1973 (Act 61 of 1973);
'CIPRO' means the Companies and Intellectual Property Registration Office
that constitutes a combined administrative office for the various registration
offices established or deemed to be established under the Act, the Close
Corporations Act, 1984 (Act 69 of 1984), the Trademarks Act, 1993 (Act 194 of
1993), the Designs Act, 1993 (Act 195 of 1993), and the Patents Act, 1978 (Act
57 of 1978);
‘CIPRO customer’ means any person making use of electronic services and
includes any person who has been allowed by the Registrar to use electronic
services, who is legally entitled to act on behalf of a corporation and who has
thus been allowed to use or provide electronic services or to act as an
intermediary in respect of electronic services;
'CIPRO portal' means the Internet website or other electronic portal forming
part of the CIPRO system;
'CIPRO record retention system' means the system used by CIPRO to store
records for subsequent access, whether in paper, microfilm, electronic or other
form;
'CIPRO system' means the computer system, including the CIPRO portal,
through which CIPRO provides electronic services, irrespective of the medium
or form of technology underlying or forming part of such services;
'electronic services' means the services provided or made available by
CIPRO through the CIPRO system in terms of regulation 1A;
'inspect' includes obtaining access to a record via the CIPRO system;
'lodge' includes the creation of a record on the CIPRO system;
'operational requirements' means the requirements provided for in regulation
1A (2);
'record' includes a document and vice versa;
'the Office means the Companies Registration Office referred to in section 5 of
the Act;
'the repealed Act' means the Companies Act, 1926 (Act 46 of 1926).
ELECTRONIC SERVICES
1A. (1)
The Registrar may direct by notice in the Gazette that any requirement
under the Act or these Regulations, including requirements in respect of
information, records and payment, may or must be satisfied in electronic
form, subject to the provisions of the operational requirements.
(2)
The Registrar must publish operational requirements on the CIPRO
portal setting out the requirements, processes and procedures in respect
of all or certain electronic services, including(a)
registration procedures;
(b)
identification authentication and verification;
(c)
form and format of records;
(d)
manner and form of payment;
(e)
information security requirements; and
(f)
record retention requirements.
(3)
The operational requirements may be published in different forms over
different parts of the CIPRO portal.
(4)
Unless another form of electronic signature is specified in the operating
requirements, any signature requirement under the Act or these
Regulations in respect of a record to be accessed from or lodged with
CIPRO is satisfied by the agent entering his access code on the CIPRO
system and any record lodged after the agent having entered the access
code shall be deemed to have been duly signed by the person whose
signature is required under the Act or these Regulations for purposes of
such record:
(5)
Where any form under the Act or regulations makes provision for a
signature and such form is deemed to be signed as provided for in
subregulation (4), it shall not be necessary to have recorded on such
form that it had been signed.
(6)
Unless CIPRO receives prior written notification from the holder of an
access code to disable such access code, CIPRO shall be entitled to
accept that the person using electronic services is the person to whom
the access code was issued or such person's duly authorised
representative acting within the scope of such person's authority.
(7)
CIPRO may suspend or terminate electronic services at any time without
incurring any liability for doing so.
DOCUMENTS
2. (1)
All documents lodged with the Office shall, unless the Registrar
otherwise directs, be written in block capitals or be typewritten,
lithographed or printed in legible characters, with deep permanent black
ink on one side only of strong white paper of a size approximately 298
millimetres by 207 millimetres (international paper size A4) leaving a
margin of at least 20 millimetres on the left-hand side thereof: Provided
that the requirements of this regulation are met if documents have been
lodged in accordance with the operational requirements and proof of
payment of the prescribed fee (if any), has been provided.
(2)
Documents or copies of documents to be transmitted or returned to any
company or person may, unless the Registrar otherwise directs in any
particular case, be copies of originals.
(3)
The Registrar may reject any document which in his opinion is unsuitable
for purposes of record or which does not satisfy the operational
requirements.
(4)
Subject to the provisions of sections 57, 152 (2) (b), 322 (1) (a), 328 and
329 (5) of the Act, all documents to be lodged with the Office shall be in
one of the official languages of the Republic.
(5)
A copy of any document in the Office reproduced from the CIPRO record
retention system, purporting to be certified by the Registrar or an officer
or employee contemplated in section 7 (3) of the Act, shall without proof
or production of the original, upon the mere production thereof in
proceedings, whether in a court of law or otherwise, be admissible as
evidence in respect of the contents of such document.
3. All communications to the Registrar may be made, or any document required to
be sent to or lodged with the Registrar may be transmitted, through the post or
through an agent authorised to the satisfaction of the Registrar or in such
electronic form and by such electronic means as authorised by the Registrar for
electronic services: Provided that the provisions of section 63 (3) of the Act
shall apply in relation to the delivery and uplifting of the memorandum and
articles of a company at the Office.
3A. Any document lodged with the Office or created on the CIPRO system in terms
of regulation 2(1) may be stored into such form and format as the Registrar
may approve from time to time for the CIPRO record retention system.
CERTIFICATION OF DOCUMENTS AND TRANSLATIONS
4.
(1)
(2)
(3)
(a)
When certified copies of documents are to be forwarded to or
lodged with the Registrar and such documents contain more than
one leaf of paper, the leaves shall be numbered consecutively
and fastened together in the manner determined by the
Registrar.
(b)
Any such copy shall be certified as a true copy of the original
document by a notary public who shall affix his seal thereto, and
if it contains more than one leaf of paper, to each leaf thereof:
Provided that the Registrar may allow a document certified
otherwise if he is satisfied that, in terms of international practice
and standards, the whole document has been properly certified:
Provided further that the provisions of this paragraph shall not
apply in respect of a copy referred to in section 14 of the Act
which is certified as a true copy of the original document by the
Registrar of the Court.
(c)
If the notary public is in a foreign country, other than the United
Kingdom of Great Britain and Northern Ireland, Zimbabwe,
Lesotho, Swaziland, Namibia, his signature shall be
authenticated to the satisfaction of the Registrar.
(a)
When a translation of a document which is not in one of the
official languages of the Republic, into an official language of the
Republic is to be forwarded to or lodged with the Registrar, the
translation shall be certified by a sworn or officially recognised
translator or be otherwise verified to the satisfaction of the
Registrar.
(b)
The provisions of subregulation (1) (a) shall apply mutatis
mutandis to the binding of any such translated document
containing more than one leaf of paper.
The requirements of subregulation (1) (a) and (b) are met if documents
have been lodged in accordance with the operational requirements and
proof of payment of the prescribed fee (if any), has been provided.
CHECKING OF DOCUMENTS
4A.
(1)
When any person considers the registration of any document,
excluding a prospectus, and submits a draft thereof to the Registrar for
checking, or requires the checking of any document, excluding a
prospectus, for any other reason, the fees mentioned in item 33 of
Schedule 1 in respect of such checking, shall be payable.
(2)
The fee for checking a draft of a prospectus shall be the fee mentioned
in item 5A of Schedule 1.
OFFICE HOURS
5.
From Mondays to Fridays the Office shall be open to the public from 08:00 to
15:00, except on the following days:
(a)
All days which are public holidays in terms of section 1 of the Public
Holidays Act, 1952 (Act 5 of 1952), or which have been proclaimed
public holidays in terms of section 2 of that Act; and
(b)
days which may from time to time be notified by means of a placard
posted in a conspicuous place at the Office, or in such other manner as
the Registrar may think fit.
INTERVIEWS AND HEARINGS
6. ...…………………………………. [Reg. 6 repealed by GN R762 of 18 June 1999]
FORMS AND FEES
7.
(1)
The forms contained in Schedule 2 to these regulations shall be used
in all cases to which they apply and shall be modified as directed by the
Registrar to meet other cases, or as circumstances may require.
(2)
Subject to the provisions of sections 75 (3) and 179 (6) of the Act, the
fees to be paid in terms of the Act and these Regulations shall be those
specified in Schedule 1 to these Regulations.
MANNER OF PAYMENTS OF FEES
(Section 10 (1))
8.
(1)
The payment of all fees, additional fees and other moneys payable to the
Registrar in terms of the Act, these Regulations or in relation to any form
prescribed in these Regulations, must be effected(a)
by affixing revenue stamps to any document concerned which stamps
may only be cancelled by the Registrar;
(b)
by impressing a stamp on any document concerned by means of a die
approved by the Commissioner of Inland Revenue; or
(c)
in such other manner, including such electronic form of payment as the
Registrar may direct:
Provided that the Registrar may abolish payment in terms of
paragraphs (a) and (b) and, from time to time, direct other manners of
payment or of electronic payment of such fees and moneys in respect
of different provisions of the Act and these Regulations.
(2)
(3)
Proof of payment of such fees, additional fees or other moneys shall for
as long as such payment is allowed in the manner prescribed in
paragraphs (a) and (b) of subregulation (1), be affixed to the relevant
form or document by means of adhesive paste or glue spread over the
entire surface of the reverse side of the acknowledgment of receipt
form. In the case of such payment having been made in any other
manner contemplated in paragraph (c) of subregulation (1) proof of
such payment shall be furnished in accordance with the Registrar's
requirements for such payment or, if such payment is electronically
effected through the CIPRO system, in accordance with the operational
requirements.
The date of payment of fees, additional fees or other moneys referred to in
subregulation (1), shall be the date, as the case may be (a)
on a receipt issued in respect of a payment contemplated in
subregulation (1); or
(b)
upon which revenue stamps referred to in paragraph (a) of that
subregulation are cancelled in accordance with the provisions of that
paragraph; or
(c)
impressed by means of a date stamp of the Registrar, on a document
upon which has been impressed a stamp referred to in paragraph (b) of
that subregulation; or
(cA) on which a payment was made in a manner contemplated in paragraph
(c) of section 10 of the Act or paragraph (c) of and the proviso to
subregulation (1); or
(d)
as indicated on the electronic billing system when the electronic
transaction performed by an agent on the billing system was
performed.
9.
Fees, additional fees and other moneys payable to the Registrar in terms of
the Act, these Regulations or in relation to any form prescribed in these
Regulations may be paid on an account, subject to such conditions as the
Registrar may direct.
INSPECTION AND COPIES OF DOCUMENTS
(Section 9)
10.
11.
12.
(1)
Any person who personally applies to inspect any document or to
obtain a copy of any document kept by the Registrar under the Act,
shall complete a form provided by the Office: Provided that the
Registrar may waive such requirement for certain electronic services.
(2)
The prescribed fee for such inspection or copy shall be paid by affixing
an uncancelled revenue stamp or a revenue franking machine
impression to the form referred to in subregulation (1), or, if the
Registrar has directed any other form of payment under regulation 8, in
the manner so directed.
(3)
....……………….. [Reg. 10 (3) inserted by GN R762 of 18 June 1999
and deleted by GN R1712 of 18 November 2003]
(1)
Any person who does not personally, at the Office, inspect a document,
kept by the Registrar under the Act, or uplift a copy or extract thereof,
may apply in writing to the Registrar for any information relating to the
document or for a copy of or extract from any such document and the
Registrar must provide the information requested, in such format as he
or she is able to provide.
(2)
The additional prescribed fee shall be paid in respect of inspection of
any document relating to any one company by affixing uncancelled
revenue stamps or a revenue franking machine impression to the
written application, or in the manner contemplated in regulation 8(1)(c)
or 9.
(3)
In respect of copies of documents or extracts thereof, relating to any
one company, the additional fee shall be paid in respect of each
document, and the provisions of subregulation (2) shall mutatis
mutandis apply.
Any person who, whilst inspecting any document at the Office, knowingly and
without the consent of the Registrar(a) removes any document from the custody of the Registrar or the Office;
(b)
makes or causes to be made any entry on such document;
(c)
destroys or mutilates any such document; or
(d)
alters or causes to be altered any entry on such document,
shall be guilty of an offence and liable on conviction to a fine or to
imprisonment for a period not exceeding six months or to both such fine and
such imprisonment.
13.
(1)
No person shall have in his possession any writing instrument other
than a black lead pencil and a sheet of paper when making an
inspection of any document at the Office: Provided that this regulation
shall not apply to an attorney or person referred to in section 63 (3) of
the Act when that attorney or person is required to amend or alter the
memorandum or articles of a company as required by the Registrar.
(2)
Any person making an inspection of documents at the Office who
knowingly is in possession of a writing instrument in contravention of
subregulation (1), shall be guilty of an offence and liable on conviction
to a fine or to imprisonment for a period not exceeding three months or
to both such fine and such imprisonment.
PRESERVATION OF RECORDS
14.
....…….. [Reg. 14 repealed by GN R1712 of 18 November 2003]
15.
....…….. [Reg. 15 repealed by GN R1712 of 18 November 2003]
16.
Any document lodged with the Office or any record in the CIPRO record
retention system may, subject to the provisions of any law, be moved to other
locations stored in another form, or be destroyed, as the case may be.
MEMORANDUM
(Section 54 (1))
17.
(1)
The memorandum of a public company shall contain and consist of
Forms CM 1, CM 2, CM 2A, CM 2B and CM 2C.
(2)
The memorandum of a private company shall contain and consist of
Forms CM 1, CM 2, CM 2A, CM 2B and CM 2C, where there is only
one signatory to the memorandum, Form CM 2D.
(3)
The memorandum of a company limited by guarantee shall contain and
consists of Forms CM 2A, CM 3, CM 4, CM 4A and CM 4B.
ARTICLES
(Section 60 (1))
18.
(1)
The articles of a company having a share capital which consists of the
articles contained in Schedule 1 to the Act, shall, whether a public or
private company, contain and consist of Forms CM 44 and CM 44C.
(2)
The articles of a company having a share capital which do not consist
of the articles contained in Schedule 1 to the Act, shall, whether a
public or private company, contain and consist of Forms CM 44A and
CM 44C.
(3)
The articles of a company not having a share capital shall contain and
consist of Forms CM 44B and CM 44C.
REGISTRATION AND INCORPORATION
(Section 63(1))
19.
(1)
The following documents shall be lodged for the registration and
incorporation of a company having a share capital:
(a)
The original and two copies of the memorandum and articles
referred to in regulations 17 and 18, bound as prescribed by
regulation 4 (1);
(b)
Form CM 5 containing particulars of the name reserved for the
company, as approved by the Registrar, together with such other
Forms CM 5, if any, containing particulars of the translated name
and of the shortened form of the name or translated name, for
the company, as approved by the Registrar: Provided that
lodgement of Form CM 5 in respect of the name of the company
to be incorporated is not required if the name contained in the
memorandum for that company is identical to(i)
a defensive name registered on application of a person
who, upon incorporation of the company concerned, is to
be a director or member thereof or is deemed to be such,
and of which the registration has not expired; or
(ii)
the name of a company, which is to change simultaneously
with the registration of that memorandum;
the name of a close corporation which is to be converted
simultaneously into a company;
(iii)
20.
(c)
Form CM 7, for the registration of the translation of the name of
the company, if any;
(b)
Form CM 7, for the registration of the shortened form of the
name of the company, if any;
(e)
Form CM 22, containing a notice of the registered office and
postal address of the company;
(f)
a power of attorney signed by the subscribers to the
memorandum in favour of the person lodging the document; and
(g)
if a person has consented in terms of section 269 (1) of the Act to
his appointment as auditor of a company to be formed, the notice
of consent to such appointment on Form CM 31.
(2)
Proof of payment of the prescribed and additional fee in terms of
section 63(1) and (2) of the Act shall be affixed to the original Form CM
2.
(1)
The following documents shall be lodged for the registration and
incorporation of a company not having a share capital:
(2)
(a)
The original and two copies of the memorandum and articles
referred to in regulations 17 and 18, bound as prescribed in
regulation 4 (1); and
(b)
the forms specified in regulation 19(1)(b) to (g), inclusive.
Proof of payment of the prescribed fee in terms of section 63(1) of the
Act shall be affixed to the original Form CM 4.
21.
22.
(1)
Where the memorandum and articles referred to in regulations 17 and
18 are not signed by the subscribers personally, they shall be signed
by an attorney or a person referred to in section 63 (3) of the Act duly
authorised by a power of attorney to sign on behalf of the subscribers
and to take up a specified number of shares.
(2)
Where the memorandum and articles are signed on behalf of a body
corporate, there shall be lodged an extract from the minutes of a
meeting of directors of the body corporate authorising the person
concerned to sign on behalf of the body corporate and stating that such
person shall be deemed, for all purposes, to be a director of the
company within the meaning of section 208 (2) of the Act.
(3)
The notarially certified copies of the memorandum and articles may
have the names of the signatories shown as typewritten or printed in
block capitals.
(1)
When a company requires that an additional copy of the memorandum
and articles of the company be certified by the Registrar, the company
shall lodge a notarially certified additional copy under cover of Form
CM 51 with the Registrar who shall affix his seal to the said copy.
(2)
When a company requires that an additional copy of a special
resolution of the company be certified by the Registrar, the company
shall lodge such additional copy under cover of Form CM 51 with the
Registrar who shall certify the said copy.
22A. The Registrar may change or amend the registration number of any
company, allocated either in terms of section 63 of the Act, any repealed law
or allocated in terms of any administrative ruling, in order to rectify
duplications of such numbers or to achieve any other objective which he
considers necessary or expedient in order that the purposes of the Act in
respect of the register of companies may be achieved.
REGISTRATION OF TRANSLATED NAME AND SHORTENED FORM OF A
NAME OR TRANSLATED NAME OF AN EXISTING COMPANY
[Heading substituted by GN R2443 of 13 November 1981]
(Section 43 (1))
23.
(1)
Where a company requires the registration of a literal translation into
any one other official language of the Republic of the company's name
or of one shortened form of that name or the name so translated, the
company shall, by special resolution, amend its memorandum by the
insertion therein of the translated name or the shortened form of its
name or translated name, as the case may be.
(2)
The company shall, together with the special resolution on Form CM
26, lodge with the Registrar Form CM 5 on which the translated name
or shortened form of its name or translated name, as the case may be,
has been approved by the Registrar, and Form CM 7, for registration of
the translated name of the shortened form of its name or translated
name, as the case may be.
(3)
The Registrar shall register the translated name or shortened form of
the company's name or translated name and advise the company
accordingly.
REGISTRATION OF DEFENSIVE NAME
(Section 43 (2))
23A. An application for the registration of a name as a defensive name shall be
lodged on Form CM 8 together with Form CM 5 containing particulars of the
name to be registered, as approved by the Registrar, and an application for
the renewal of the registration of a name as a defensive name shall be
lodged on Form CM 8A, not later than the date upon which the current period
of the registration of that name expires: Provided that the lodgement of Form
CM 5 in respect of the defensive name to be registered is not required if that
name is identical to the name of a company, which is to change
simultaneously with the registration of the defensive name, or where the
name is identical to the name of a company which is in the process of
deregistration or under liquidation and the defensive name is registered prior
to the deregistration or dissolution of the company concerned.
CHANGE OF NAME
(Section 44)
24.
(1)
(2)
A special resolution for the change of the name of a company shall be
lodged on Form CM 26, together with Form CM 9, for the registration of
the change of the name of the company, and Form CM 5 containing the
new name as approved by the Registrar: Provided that lodgement of
Form CM 5 in respect of the said new name is not required if the name
is identical to(a)
a defensive name registered on application by or on behalf of the
company concerned, and the registration of which has not
expired; or
(b)
the name of another company which is to change simultaneously
with the registration of the said special resolution.
If the translated name of a company or the shortened form of the
company's name or translated name is to be changed, the special
resolution on Form CM 26 shall be lodged together with Form CM 9A
applying for the registration of the changed translated name or shortened
form of the company's name or translated name, as the case may be,
and Form CM 5 containing the new translated name or the shortened
form of the company's name or translated name, as the case may be, as
approved by the Registrar: Provided that the lodgement of Form CM 5 in
respect of the said translated name or the shortened form of the
company's name or translated name is not required if that name is
identical to(a)
a defensive name registered by or on behalf of the company
concerned, and the registration of which has not expired; or
(b)
the translated name or shortened form of another company's name
or translated name which is to change simultaneously with the
registration of the said special resolution.
(3)
An application for the deregistration of a former translated name or
shortened form of the name or translated name of a company, shall be
made on Form CM 9B.
(4)
....……. [Reg. 24 (4) deleted by GN R2348 of 18 October 1985 and by
GN 539 of 27 March 1986]
ALTERATION OF SHARE CAPITAL, ACQUISITION BY COMPANIES OF OWN
SHARES AND PAYMENTS TO SHAREHOLDERS
(Sections 75, 85, 87 and 90)
25.
(1)
A special resolution for an increase of the existing share capital of a
company shall be lodged on Form CM 26 and shall be accompanied by
Form CM 11 to which the proof of payment of the fee referred to in
section 75(3) of the Act has been affixed.
(2)
The certificate of the auditor of the company referred to in section
75(3)(b) of the Act, shall be given on Form CM 11.
ALTERATION OF SHARE CAPITAL, ACQUISITION BY COMPANIES OF OWN
SHARES AND PAYMENTS TO SHAREHOLDERS
(Sections 75, 85, 87 and 90)
25A. (1)
A special resolution altering a company's articles to authorise the
company to pass further special resolutions to acquire shares issued
by itself in terms of section 85 of the Act, or to make payments to its
shareholders in terms of section 90 of the Act, shall be lodged on Form
CM 26.
(2)
A special resolution by a company approving the acquisition of shares
issued by itself, either as a general approval or a specific approval for a
particular acquisition, prior to its next annual general meeting or any
other general meeting, shall be lodged on Form CM 26.
(3)
The notification to the Registrar of shares acquired by a company in
terms of section 85 and 87 (5) of the Act and any payment to
shareholders in terms of section 90 of the Act, shall be done on Form
CM 14A.
(4)
Form CM 14A shall be accompanied by a written statement signed by
the directors of the company that in their opinion they are satisfied that
the requirements of sections 85 (4) and 90 (2) of the Act, whichever
provision is applicable, have been and will be met.
25B. (1)
In this regulation, unless the context otherwise indicates'company' means the company making an offer to its shareholders or
certain shareholders to acquire from them shares issued by it;
'directors' mean the directors of the company making the offer; and
'offer' means an offer by the company to its shareholders or certain
shareholders to acquire from them shares issued by it.
(2)
The written offering circular contemplated in section 87 (1) (a) of the
Act pertains to shares not listed on a stock exchange and shall contain
particulars with respect to at least the following matters:
(a)
The name and registration number of the company.
(b)
The directors of the company as at the date of the offer.
(c)
The share capital structure of the company prior to the offer
being made.
(c)
Details of other acquisitions by the company of shares in terms of
section 85 of the Act during that financial year, including(i)
particulars of the financial year of the company;
(ii)
dates of acquisitions;
(iii)
shares so acquired in respect of previous acquisitions;
(iv)
the aggregate percentage of issued shares acquired by the
company through previous acquisitions during that
financial year.
(d)
The terms of the offer and whether it is a general offer to all
shareholders or an offer for a particular acquisition providing also
details of the special resolution and the date of registration
thereof.
(f)
Details of the shares the company proposes to acquire indicating
the type of shares (par or no par value shares), class of shares,
price offered and the source of the consideration to be paid
(cash, share premium, capital redemption reserve fund, other).
a. If a shareholder is a subsidiary of another company(i)
the name and registration of its holding company;
(ii)
the reason by virtue of which it is a subsidiary;
(iii)
the directors of the holding company at the date of the
proposed acquisition; and
(iv)
the share capital structure of the holding company prior to
the proposed acquisition.
(h)
The reasons for the offer.
(i)
The effect of the acquisition in respect of-
(j)
(k)
(i)
the capital structure of the company; and
(ii)
control as defined in section 440A of the Act, before and
after the acquisition.
A statement in respect of(i)
the fair value of the consolidated assets of the company
after the proposed acquisition; and
(ii)
the fair value of the consolidated liabilities of the company
after the proposed acquisition.
A sworn statement by the directors that they reasonably believe
that after the acquisition(i)
the fair value of the consolidated assets of the company
after the acquisition will exceed the fair value of the
consolidated liabilities of the company; or
(ii)
the company will be able to pay its debts as they become
due in the ordinary course of business.
(l)
Information in respect of the computation of the proposed offer
price at the date of the offer and any other information that is or
was material in determining the offer price;
(m)
Any other information that is or may be material in the decision of
the offeree shareholder in considering the offer.
CONVERSION OF COMPANY
(Section 28 (1))
26.
A special resolution for the conversion of a company from one type or form of
a company into another type or form of a company shall be lodged on Form
CM 26 accompanied by Form CM 45.
ANNUAL RETURN AND ANNUAL DUTY
(Sections 173, 174 and 330)
26A. ....……… [Reg. 26A inserted by GN R1391 of 30 June 1978, substituted by
GN R559 of 26 March 1982 and deleted by GN 539 of 27 March 1986]
CERTIFICATE TO COMMENCE BUSINESS
(Section 172 (2) and (3))
27.
(1)
(2)
(3)
An application in terms of section 172 of the Act for the issue to a
company of a certificate to commence business shall be lodged with
the Registrar on Form CM 46 and shall be accompanied by(a)
in the case of a company contemplated in section 172 (2) of the
Act, an affidavit pursuant to that section on Form CM 48;
(b)
in the case of a company contemplated in section 172 (3) of the
Act, a statement by each director regarding the adequacy of the
capital of the company on Form CM 47;
(c)
a return of particulars of the company's register of directors and
officers on Form CM 29; and
(d)
if not already lodged, the notice, on Form CM 31, of consent by
an auditor to his appointment as the auditor of the company.
Proof of payment of the prescribed fee for the issue of a certificate to
commence business shall be affixed to the original copy of the Form
CM 46.
....……… [Reg. 27 (3) deleted by GN 539 of 27 March 1986]
REGISTRATION OF OFFER DOCUMENT
(Section 144 (c) (iii) and (iv))
[Heading inserted by GN R1110 of 4 September 1998]
27A. (1)
The written offer to be lodged with the Registrar for registration in terms
of section 144 (c) (iv) shall contain particulars with respect to the
following matters:
(a)
The name and address of the registered office and of the transfer
office, and, if an external company the country in which it is
incorporated.
(b)
A general description of the business carried on by the company.
(c)
The names of the directors of the company.
(d)
A statement of the purpose of the offer, giving reasons why it is
considered necessary for the company to raise the capital
offered.
(e)
Particulars of the share capital-
(f)
(i)
if consisting of shares of par value, the authorized and
issued share capital, share premium and share capital held
in reserve, the number and classes of shares and their
nominal value;
(ii)
if consisting of shares of no par value, the stated capital,
the number of shares issued and held in reserve and
classes of shares;
(iii)
a description of the respective preferential, conversion and
exchange rights, rights to dividends, profits or capital of
each class, including redemption rights and rights on
liquidation or distribution of capital assets;
(iv)
the number of founders' and management of deferred
shares, if any, and any special rights attaching thereto.
The substance of any contract or arrangement or proposed
contract or arrangement, whereby any option or preferential right
of any kind was or is proposed to be given to any person to
subscribe for any shares of the company or its subsidiary, giving
the number and description of any such shares.
(g) Particulars of the shares offered, including-
(h)
(i)
(i)
the class of shares;
(ii)
the nominal value of the shares, if applicable;
(iii)
the number of shares offered;
(iv)
the issue price; and
(v)
other conditions of the offer.
Particulars of debentures offered, including(i)
the class of debentures;
(ii)
the conditions of the debentures;
(iii)
if the debentures are secured, particulars of the security,
specifying the property comprising the security and the
nature of the title of the property;
(iv)
the issued price; and
(v)
other conditions of the offer.
Full particulars of the last annual financial statements of the
company and subsequent interim report and provisional annual
financial statements, if any.
(j)
The time and date of the opening and of the closing of the
subscription list of the offer.
(2)
The information required to be stated in the offer document shall be set
out in print or type and shall not be less conspicuous than that in which
any additional matter is printed or typed and shall be set out in
separate paragraphs under appropriate headings.
(3)
An offer document shall deal with each of the applicable paragraphs of
these Regulations under its appropriate heading but not necessarily in
the same order, and shall in each case in brackets, or otherwise, refer
to the paragraph of these Regulations. In the last paragraph of the offer
document under the heading-'Paragraphs of Regulations which are not
applicable'-the paragraphs of these Regulations which are not
applicable shall be stated.
(4)
As far as possible the general matter of an offer document shall be
presented in narrative form and statistical matter in tabular form.
ANNUAL RETURN
28.
(1)
The annual return contemplated in section 173 of the Act must be
lodged electronically with the Registrar in the format as made available
for electronic completion and lodgment on the CIPRO portal, and must
contain particulars in respect of at least the following matters:
(a)
The registered name, registered translated and shortened form
of the name, if any, and trading name, if any, of the company;
(b)
registration number of the company;
(c)
type of company;
(d)
the main business of the company;
(e)
date of incorporation of the company;
(f)
the end of the financial year of the company;
(g)
the end of the period for which the last financial statements of the
company were lodged with the Registrar;
(h)
the date of the last annual general meeting held by the company;
(i)
the amount of the turnover of the company during the previous
financial year;
(j)
the holding company, if any, of the company;
(k)
the registered and postal addresses of the company;
(l)
telephone and other contact numbers and addresses of the
company;
(m)
the auditor of the company;
(n)
the secretary of the company;
(o)
the directors of the company;
(p)
the officers of the company;
(q)
the local managers of the company;
(r)
the capital of the company;
(s)
such other information relating to information to be disclosed in
terms of the Act and these Regulations as may be required in the
annual return.
(2)
The prescribed fees for lodgment of annual returns are contained in
Schedule 1.
(3)
The information required under subregulation (1) must be furnished as
required irrespective of whether the same information was previously
furnished in any CM form or not.
LODGING OF ADDITIONAL COPY OF CERTAIN PRESCRIBED FORMS
28A. (1)
The Registrar may from time to time by written notice sent to a
company or an officer thereof at the registered office or postal address
of the company, require the company or the officer thereof to lodge with
him within a period stated in the notice, which shall not be less than 30
days, a copy of(a)
a prescribed Form CM 22 by which the company gave notice in
terms of section 170 (2) of the Act, of the situation of the
company's registered office and of its postal address in force at
the time of the lodging of that copy;
(b)
a prescribed Form CM 29 on which the company lodged in terms
of the provisions of section 216 (2) of the Act, a return reflecting
at the time of the lodging of that copy the contents of the register
referred to in section 215 of the Act; or
(c)
a prescribed Form CM 31 by which the company gave notice in
terms of section 172, 269, 271, 273, 276, 277, 278, 280, 322 or
325 of the Act, of the consent to appointment, change of name or
the removal of the auditor, or the resignation by the auditor, of
the company.
(2)
....…………. [Reg. 28A (2) deleted by GN 539 of 27 March 1986]
(3)
A company or the officer thereof to whom a notice referred to in
subregulation (1) was sent and who has failed or remain in default to
lodge the copy required in that notice within the period stated in the
notice, shall be guilty of an offence and upon conviction liable to a fine
of R100.
MINUTE BOOKS
(Sections 204 (2) and 242 (3))
29.
(1)
Minutes, which are not handwritten, for insertion in permanently bound
minute books shall be typewritten, lithographed or printed on only one
side of the paper, on good quality paper, with a margin of at least 40
millimetres on the left-hand side of the page.
(2)
Where full-page size permanently bound minute books are used, the
pages shall be numbered consecutively, from the beginning of the book
to the end of the book prior to any entry being made therein.
(3)
A single leaf of typewritten, lithographed or printed minute shall be
affixed to each numbered page of the minute book by means of
adhesive paste or blue spread over the entire surface of the reverse
side of the typewritten, lithographed or printed leaf.
(4)
(a)
Where minutes are inserted in stub pages of a permanently
bound minute book, the stub pages shall be at least 50
millimetres wide and at least 10 millimetres longer than the
longest leaf on which the minutes are typed, lithographed or
printed.
(b)
The stub pages shall be numbered consecutively from the
beginning of the book to the end of the book, and each stub page
shall have the same number on the front side and on the reverse
side of the page.
(c)
The single leaf of typewritten, lithographed or printed minutes
shall be affixed to each stub page by means of adhesive paste or
glue spread over the whole length of the reverse side of the leaf
to a width of at least 30 millimetres, in such manner that the
number of the stub page is clearly legible on the front side and
reverse side thereof.
(5)
The Registrar may permit the requirements of this regulation to be
satisfied in electronic format, subject to such directives as he or she
may specify.
POWER TO ACQUIRE SHARES OF MINORITY IN TAKE-OVER SCHEME
(Section 321)
30.
31.
A notice under section 321(1) of the Act shall be sent to every shareholder
who has not accepted the offer, by registered post at his last known address
and shall inform him of the desire of the offeror to acquire his shares and
shall include the following particulars:
(a)
The number and nature of the shares held by the shareholder;
(b)
the name of the offeror;
(c)
the price or prices at which the offeror has acquired or proposes to
acquire other similar shares of the company;
(d)
the number and nature of all shares of the company acquired by the
offeror;
(e)
the price or prices at which the offeror desires to acquire to shares of
the shareholder who has not accepted the offer; and
(f)
a notice that if an application is not made to Court by such shareholder
who has not accepted the offer, within six weeks of the date of such
notice, the offeror shall be entitled and bound to acquire the shares of
such shareholder on the terms offered.
A notice by an offeror under section 321 (3) (a) of the Act shall be addressed
by registered post to all the holders of the remaining shares or of the
remaining class of shares, as the case may be, and shall include the
following particulars:
32.
(a)
The name of the offeror, and if the offeror is a company which has
subsidiaries, the names of the subsidiaries;
(b)
the name of the company of which the offeror has acquired nine-tenths
of the shares;
(c)
the number and description of shares acquired by the offeror or its
subsidiaries and the price paid for such shares under the scheme or
contract;
(d)
the number and description of the shares which according to the
records of the company are held by the addressee;
(e)
the fact that the addressee may within three months require the offeror
to acquire his shares; and
(f)
that, if notice is given in terms of paragraph (e), the offeror shall be
entitled and bound to acquire the shares of the holder on the terms on
which the scheme or contract the shares of the shareholders who have
accepted the offer were transferred to him or on such other terms as
may be agreed or as the Court on the application of either the offeror or
the shareholder may think fit to order.
(1)
Where a company has issued share warrants to bearer, the notice
referred to in regulation 30 or 31 which is required to be sent to
shareholders who have not accepted the offer shall be in the form of a
notice published in the Gazette.
(2)
(a)
If it is known to the offeror that some or all of the holders of such
share warrants are not resident in the Republic, the offeror shall
report this fact to the Registrar, and inform him of the names of
the foreign countries where such holders are known to reside.
(b)
(i)
The Registrar may on receipt of such a report, order that,
as an additional form of notice, an advertisement be
published in one or more newspapers circulating in the
foreign country or countries concerned, or that such
additional form of notice be given as he may in the
circumstances of each case deem fit.
(ii)
Compliance with an order of the Registrar under
subparagraph (i) shall be deemed to be sufficient notice
to the holders of such share warrants.
REGISTRATION OF EXTERNAL COMPANIES
(Section 322 (1))
33.
The following documents shall be lodged with the Registrar for the
registration of an external company:
(a)
The memorandum of the company, together with a translation thereof,
if any, certified and translated as prescribed in regulation 4;
(b)
Form CM 49 containing registration fee;
(c)
the notice, on Form CM 31, of consent by an auditor to his appointment
as the auditor of the company;
(d)
Form CM 29, return of particulars of company's register of directors
and officers;
(e)
Form CM 22, notice of registered office and postal address;
(f)
....………… [Reg. 33 (f) deleted by GN R1931 of 30 June 1978]
(g)
Form CM 37, notice of person authorised to accept service on behalf of
the external company.
STANDING ADVISORY COMMITTEE
(Section 18)
34.
Where recommendations or submissions are made for the consideration of
the Standing Advisory Committee, 12 copies of each letter or memorandum
shall be lodged with the Registrar of Companies, Pretoria.
CONSENT TO ACT AS OFFICER OR DIRECTOR
(Section 211 (1) (a))
[Heading substituted by GN R1931 of 30 June 1978]
35.
The prescribed form referred to in section 211 (1) (a) of the Act on which the
written consent of a person to act as director or officer of a company has to
be lodged with the company, shall contain the particulars set out in Form CM
27.
35A. (1)
(2)
Any person who accepts appointment as secretary of a public company
in terms of section 268B read with section 268E of the Act shall lodge
with the Registrar his consent to such appointment on Form CM 27A.
When during any financial year the secretary of a public company
resigns or is removed from office the company shall lodge with the
Registrar Form CM 27A stating the date of resignation or removal.
PROVISIONAL ANNUAL FINANCIAL STATEMENTS IN RESPECT OF PRIVATE
COMPANY
(Section 304 (2))
36.
An application by a member of a private company for provisional annual
financial statements to be lodged with the Registrar shall be made, in
duplicate, on Form CM 50.
36A. The maximum fee to be charged for the furnishing of information in terms of
section 140A (5) of the Act, shall be one Rand for disclosing the required
information in respect of each nominee up to a maximum fee of R1 500 in
total.
REPEAL OF EXISTING REGULATIONS, SCHEDULES TO REPEALED ACT
AND PROCLAMATION, AND COMMENCEMENT OF THESE REGULATIONS
37.
The regulations, the Schedules to the repealed Act and the Proclamation
specified in Schedule 3 to these regulations, are hereby repealed to the
extent set out in the last-mentioned Schedule.
38.
These regulations shall be called the Companies Administrative Regulations,
1973, and shall come into operation on the 1st day of January 1974.
Schedule 1
FEES
(THE SCHEDULE OF FEES IS EFFECTIVE FROM 1 APRIL 1989)
Subject to the provisions of sections 75(3) and 179(6) of the Act, the following fees
are payable in terms of the Act and the regulations:
Payment shall be made as prescribed in regulations 8 and 9.
PART A: GENERAL FEES
Item
1
Service
Fees Payable
(R)
Inspection of[Item 1 substituted by GN R1712 of 18 November
2003]
(a) a company file in the Companies Registration
Office(i)
personally by an applicant
(ii)
on the written request by an applicant
(*includes up to 10 photocopies of
documents, thereafter R1,00 per copy
- certification excluded)
80,00*
80,00*
Corresponding form (if
any)
-
MOO 2
(b) the central register of directors-
2
(i)
personally by an applicant
(ii)
on the written request by an applicant
(*includes up to 12 photocopies of
documents, thereafter R1,00 per copy
- certification excluded)
(a) Photocopy
of
a
document,
size
approximately 298 mm by 210 mm or smaller
(per copy)
(b) Photocopy on paper
microfilm (per copy)
reproduced
from
5,00
-
25,00*
-
1,00
-
1,00
-
10,00
MOO 2
(c) ...... [Item 2 (c) deleted by GN R1712 of 18
November 2003]
3
Certification of a document or part of a document
(per document)
4
Furnishing of reasons for a decision or an order
by the Registrar [section 47 (2)]
150,00
-
Registration of memorandum and articles of a
company [section 63 (1)]
350,00
CM2
4A
4B
The additional prescribed fee in terms of section
63 (2) of the Act calculated at the rate of(a) in the case of a company having a nominal
share capital with shares having a par value,
the amount stated in the next column for
each thousand rand or Part thereof
(b) in the case of a company having shares of
no par value, the amount stated in the next
column for each thousand shares or part
thereof
(c) in the case of a company having both shares
of par value and shares of no par value, the
aggregate of the amounts calculated on the
basis laid down in paragraphs (a) and (b) of
this item
......
5A
Checking of draft prospectus (regulation 4A)
5,00
-
5,00
-
5,00
-
1 000,00
-
3 000,00
-
[Item 5A inserted by GN R1712 of 18 November 2003]
5B
Registration of prospectus (section 155)
5C
Registration of offer document [section 144 (c) (iii)
and (iv)
150,00
-
6
Call or direct that an annual general meeting
[section 179 (4)] or a general meeting be held
(section 182)
40,00
-
Application for exemption in terms of section 142
(2)
75,00
-
Registration of a letter of allocation (section 146A)
100,00
-
9
Consideration to an objection to a name (section
45)
500,00
-
10
Registration of a section 141-statement
100,00
-
11
Issuing of a typed certificate in respect of the
contents of a statutory document or a part thereof
20,00
H191
Reservation of a name or a translated form or a
shortened form or a defensive name (section 42)
50,00
CM5
20,00
CM6
Registration of a translated form or a shortened
form of a name [section 43 (1) and regulation 23]
30,00
CM7
15
Registration of a defensive name (section 43)
250.00
CM8
16
Renewal of the registration of a defensive name
(section 43)
50,00
CM8A
Registration of a change of a name (section 44)
30,00
CM9
7
8
12
13
14
17
Extension of the period of the reservation of a
name or a translated form or a shortened form or
a defensive name (section 42)
18
Registration of a change of a translated form or a
shortened form of a name (section 44)
30,00
CM9A
19
Deregistration of a translated form or a shortened
form of a name (section 44)
5,00
CM9B
Certificate of consolidation or articles (section 61)
45,00
CM10
100
CM17
150,00
CM15
20,00
CM18
80,00
30,00
CM26
CM32
80,00
CM33
80,00
CM35
50,00
CM39
40,00
CM45
Issuing of a certificate to commence business
(section 172)
60,00
CM46
Registration of a memorandum of an external
company (section 322)
350,00
CM49
Requesting the submission of provisional final
statements of a private company [section 304 (2)]
40,00
CM50
50,00
-
15,00
CM51
80,00
CM51
20
21
22
22A
23
24
25
26
27
28
29
30
31
32
33
34
35
...... [Item 21 deleted by GN R1712 of 18 Nov 2003]
Extension of a prescribed period (section 177)
Additional fee in respect of late lodgement of
returns and other documents (section 178)
Registration of an order by the Court (section 97,
252, 311 and 313)
Registration of a special resolution (section 200)
Change of the end of a company's financial year
(section 285 92) and 329 92)]
Exemption that group annual financial statements
need not deal with a subsidiary [section 291 (e)]
Approving that interim reports need not be issued
[section 307 (1) read with section 291 (3)]
Registration of an alteration made in the
memorandum of an external company (section
328)
Registration of a special resolution for the
conversion of one type or form of company into
another type or form of company [section 28(1)]
Checking of documents and drafts of documents
(excluding prospectuses), per document or draft
(regulation 4A)
Certifying additional copies of documents lodged
for registration regulation (22)
Granting of exemption from lodging annual
financial statements of a subsidiary (section 302
(4)(a)]
PART B: ELECTRONIC SERVICES FEES
Item
Service
Fees Payable
Corresponding
form (if any)
1
Certificate of incorporation for companies
or close corporations
30,00
-
2
Electronic reservation of close corporation
names
50,00
CK 7
3
Electronic reservation of company names
50,00
CM 5
4(a)
Registration as an agent on the CIPRO
portal to access electronic services
500.00
-
(b)
Monthly agent subscription for electronic
services
100.00
-
5
Data extracts and reports of standard
information on the CIPRO database on
CD-Rom (*includes the cost of postage,
compact disk and preparation cost). Total
cost to be calculated at R0.03 for every
record of each of the following categories
of records: basic company information
(one record), directors' information (one
record per director) and auditor's
information (one record per auditor)
0.03 per record*
-
6
Paper printouts/standard reports of
standard information on the CIPRO
database (*includes up to 500 records).
An additional fee will be charged at a rate
of R0.03 for every record of each of the
following categories of records: basic
company information (one record),
directors' information (one record per
director) and auditors information (one
record per auditor).
10,00 plus
per record*
0.03
-
15.00 plus
per record
0.05
-
Every 500 records or part thereof will be
regarded and treated as a separate
request for information and billed
accordingly.
7
Customized reports relating to specific
combinations or groupings of CIPRO
database information can be provided
subject to payment of the following fees:
(a)
Customization of report and
storing report as configuration for three
months on the CIPRO Web Site for future
use by applicant (will be removed after
three months if not used): and
(b)
R0.05 for every record of each
of the following categories of records:
basic company information (one record),
directors' information (one record per
director) and auditor's information (one per
auditor)
8
Viewing and printing of images of
documents stored as data (the fee will be
charged per page for all the images in
respect of the company file irrespective of
how many have actually been viewed
and/or printed.
0.25 per page
9
Additional fee in respect any deposit, debit
order or other electronic payment, not
authorized by bank or other financial
institution
150,00
-
-
PART C: FEES RELATING TO ANNUAL RETURNS
Item
1
2
3
4
5
6
Service
Lodgment of annual return by a
public company
Lodgment of annual return by an
external company
Lodgment of annual return by a
private company with an annual
turnover of less than R10 000
000.00
Lodgment of annual return by a
private company with an annual
turnover R10 000 000.00 or
more but less than R50 000
000.00
Lodgment of annual return by a
private company with an annual
turnover of R50 000 000.00 or
more
Lodgment of annual return by
associations
not
for
gain
(incorporated under section 21)
Fees Payable
4 000.00
Corresponding
form (if any)
Electronic
format
4 000.00
Electronic format
450.00
Electronic format
2 500.00
Electronic
format
4 000.00
Electronic format
Nil
Electronic format