| 1) |
Any external company having a share capital which has a place of business in the Republic and which has complied with the provisions of section 322 of this Act may, subject to the provisions of this section, make application for registration under Chapter IV of this Act. |
| 2) |
If any such external company making such an application satisfies the Minister that-- |
| a) |
it conducts the whole or the major portion of its business in the Republic and that the greater part of its assets (other than interests in subsidiary companies incorporated outside the Republic) is situated in the Republic; |
| b) |
the majority of its directors are or will be South African citizens; |
| c) |
the majority of its shareholders are resident in the Republic and that the company has resolved to make an application under this section; |
| d) |
its registration and incorporation in the foreign country concerned will, upon registration in the Republic under Chapter IV of this Act, be terminated in accordance with the laws of such foreign country; |
| e) |
it has lodged with the Registrar such documents necessary for registration under Chapter IV of this Act as the Registrar may require, and that it has paid all fees and duties payable under this Act or any other Act; and |
| f) |
it has complied with such other requirements as the Registrar may deem necessary, |
the Minister may by notice in the Gazette declare that such external company shall, subject to compliance with the provisions of subsection (3), be deemed, with effect from the date of termination of its registration and incorporation in the foreign country concerned, to be a company incorporated under Chapter IV of this Act.
| 3) |
The Registrar shall, with effect from the date of termination of its registration and incorporation in the foreign country, effect the necessary registration in respect of such company in the manner and form prescribed by and subject to the applicable provisions of Chapter IV of this Act and shall simultaneously cancel the registration in respect of the external company under section 322. |
| 4) |
Upon such registration in respect of an external company the Registrar shall issue to such company under his hand and seal a certificate to the effect that such registration has taken place and that it is deemed that the company has been incorporated under the Act. |
| 5) |
If at the date of such registration any action, arbitration or proceeding or any cause of action, arbitration or proceeding shall be pending or existing by or against or in favour of the external company the same shall not abate or be discontinued or be in any way prejudicially affected by reason of such registration but may be continued, prosecuted and enforced by, against or in favour of the external company as if such registration had not taken place but not further or otherwise. |
| 6) |
All contracts, agreements, conveyances, deeds, leases, and other instruments affecting the external company and in force at the date of such registration shall as from that date be as binding and of as full force against or in favour of the company and may be enforced by, against or in favour of the company as fully and effectually as if the external company had at all material times been incorporated under this Act. |
| 7) |
All books, registers and documents which if such registration had not taken place would have been evidence in respect of any matter for or against the external company shall on and after the date of such registration be admitted in evidence in respect of the same or a like matter for or against the company. |
Public Service Commission Act, 1997
