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Companies Act, 1973 (Act No. 61 of 1973)

Chapter VII: Administration of Companies

General

176. Enforcement of duty of company to make returns to Registrar

 

 

1) If a company, having made default in complying with any provision of this Act which requires it to lodge with, deliver or send to the Registrar any return, annual financial statements or other document, or to give notice to him of any matter, fails to make good the default within fourteen days after the Registrar, on his own initiative or on application by any member or creditor of the company, has sent to the company a reminder by registered post to its registered office requiring it to do so, the Registrar may direct the company or any officer thereof by written notice served on the company or officer or sent to the company or officer by registered post to the registered office of the company, to make good the default within thirty days of the date upon which the notice was served or sent.

 

2) If the company or the officer thereof on whom a notice referred to in subsection (1) was served or to whom it was sent, within the said period of 30 days fails to-
a) make good the default; or
b) satisfy the Registrar that, on good cause shown, a penalty ought not to be imposed,

the Registrar may, by further written notice served on the company or officer concerned or sent to the company or officer by registered post to the registered office of the company, impose upon that company or officer a penalty not exceeding two hundred rand.

 

2A) When the Registrar has served a notice under subsection (2) on a company or an officer thereof or has sent such notice to it or him, he may, not less than twenty-one days after the date upon which that notice was served or sent, forward a certified copy thereof to the clerk of the magistrate's court in whose area of jurisdiction the registered office of the company is situated, who shall record it, and thereupon such notice shall have the effect of a civil judgment of that magistrate's court against the company or officer concerned.

 

2B) On application by the company on which or the officer thereof on whom a notice referred to in subsection (1) was served or to whom it was sent, the magistrate's court in question may, notwithstanding the provisions of section 12, and before the clerk of that court has recorded the notice in terms of subsection (2A), reduce the amount of the penalty, or set aside the imposition of the penalty, and the court may, where the clerk has already recorded the notice, exempt the company or officer wholly, or to the extent determined by the court, from the effect of the notice.

 

2C) If a penalty imposed by the Registrar under this section is reduced or set aside in terms of subsection (2B), or the company or officer is so wholly or in part exempted from the effect of the notice, by the magistrate's court in question, no costs shall be awarded against the Registrar unless it be proved that he acted in bad faith or without reasonable care or diligence.

 

3) Nothing in this section shall be taken to prejudice the operation of any provision of this Act, imposing penalties on a company or its officers in respect of any such default as aforesaid.