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Table of Contents
Companies Act, 1973, (Act No. 61 of 1973)
Companies Act, 1973, (Act No. 61 of 1973)
1. Definitions
I : Application of Act
2. General application of Act and preservation of rights of existing companies
3. Restricted application of Act in case of banking and insurance companies and certai
4. Transitional provisions as to unlimited companies and partly paid-up shares
II : Administration of Act
5. Companies Registration Office and register
6. Seal of the Companies Registration Office
7. The Registrar of Companies, his appointment and delegation of power
8. Exemptions from liability
9. Inspection and copies of documents in Companies Registration Office and by foreign
10. Manner of payment of fees to Companies Registration Office
11. Annual report by Registrar
12. Jurisdiction of Court under this Act and review of decisions of Registrar.
13. Security for costs in legal proceedings by companies and bodies corporate
14. Copies of Court orders to be transmitted to Registrar and Master
15. Regulations and policy
15A. Prohibition of disclosure of, and exemption from obligation to disclose, certain
16. Regulations and proclamations to remain in force
17. Notices
17A. Delegation
III : Types and forms of Companies
18. Standing Advisory Committee
19. Types of companies
20. Meaning of "private company" and cessation of its privileges
21. Incorporation of associations not for gain
21A. Incorporation of certain branches of foreign companies and associations not for g
22. Conversion of a public company, having a share capital into a private company, and
23. Conversion of a company into an incorporated association not for gain, or into a c
24. Conversion of a company limited by guarantee into a company having a share capital
25. Conversion of unlimited company
26. Notice of intended conversion of company
27. Contents and form of articles on conversion
28. Amendment of certificate of incorporation of converted company and when conversion
29. Effect of conversion and alteration of other registers
29A. Meaning of "close corporation"
29B. Cancellation of registration of memorandum and articles by Registrar upon convers
29C. Conversion of close corporation into company
29D. Effect of conversion of close corporation into company
30. Prohibition of associations or partnerships exceeding twenty members, and exemptio
31. Unregistered associations carrying on business for gain not to be corporate bodies
IV : Formation, Objects, Capacity, Powers, Names, Registration and Incorporation of Compani
32. Mode of forming company
33. Capacity, main object and ancillary objects of company
34. Powers of company
35. Power as to pre-incorporation contracts
36. Acts ultra vires the company not void
37. Loans made and security provided by a subsidiary
38. No financial assistance to purchase shares of company or holding company
39. Company not to be a member of its holding company
40. No division into interests, rights to profits or shares in guarantee companies
41. Names of companies not to be undesirable
42. Reservation of name
43. Registration of translation and shortened form of name or defensive name
44. Change of name and effect thereof
45. Order to change name
46. Provisions as to order to change name
47. Registrar may call for affidavits and shall give reasons for decisions as to names
48. Recourse to Court in matters as to names
49. Formal requirements as to names of companies
50. Use and publication of name by company
51. Improper use of word "Limited" or "Incorporated" an offence
52. Requirements for memorandum of Association
53. Memorandum may contain special conditions and may provide for unlimited liability
54. Form and signing of memorandum
55. Alteration of memorandum to objects and powers
56. Alteration of memorandum as to special conditions and other provisions
57. Substitution of memorandum in other languages
58. Lodgment of altered memorandum
59. Companies to have articles of association
60. Contents and form of articles of association
61. Consolidation of articles
62. Alteration of articles
63. Registration of memorandum and articles
64. Certificate of incorporation and its value as evidence
65. Effect of incorporation on company and members
66. Members may become liable where membership reduced below minimum
67. Members' rights to copies of memorandum and articles
68. Issued copies of memorandum or articles to embody alterations
69. Contracts by companies
70. Promissory notes and bills of exchange
71. Service of documents upon companies
72. Arbitration between companies and others
73. Cancellation of registration of memorandum and articles
73A. (Repealed) Designation of certain states for particular purposes
73B. (Repealed) Effect of certain agreements entered into with designated states
73C. (Repealed) Deregistration of companies registered in designated state
73D. (Repealed) Savings
V : Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of S
74. Share capital may be divided into par value shares or may be constituted by shares
75. Company may alter share capital and shares
76. Premiums received on issue of shares to be share capital, and limitation on applic
77. Proceeds of issue of shares of no par value to be stated capital
78. Effect of conversion of par value share capital into no par value share capital an
79. Payment of interest out of capital in certain cases
80. Restriction of power to pay commission and discounts, return to Registrar
81. Issue of shares of par value at a discount
82. Issue price of shares of no par value requiring special resolution
83. (Repealed) Reduction of capital by special resolution
84. (Repealed) Reduction of capital confirmed by Court
85. Company may under certain circumstances acquire shares issued by it
86. Liability of directors and shareholders under certain circumstances
87. Procedure of acquisition of certain shares by company
88. Enforceability of contracts for acquisition by company of certain shares
89. Subsidiaries may acquire certain shares in holding company
90. Payments to Shareholders
91. Nature of shares
91A. Uncertificated Securities
92. Shares not to be allotted or issued unless fully paid-up
93. Register and return as to allotments
94. Certificate of shares or stock
95. Numbering of shares and share certificates
96. Limitation of time for issue of share certificates
97. Validation of irregular creation, allotment or issue of shares
98. Redeemable preference shares
99. Conversion of shares into certain preference shares
100. Conversion of shares into stock
101. Share warrants to bearer
102. Variation of rights in respect of shares
103. Who are members of a company
104. Trusts in respect of shares
105. Register of members
106. Index to register of members
107. Branch registers in foreign countries
108. Provisions as to branch register
109. Register of members to be evidence
110. Where register of members to be kept
111. Disposal of closed accounts in register
112. Offences in respect of register of members
113. Inspection of register of members
114. Power to close register of members
115. Rectification of register of members
116. Creation and issue of debentures
117. Security for debentures
118. Bonds to be registered in deeds registry, copies of documents to be annexed to bo
119. Debenture itself may be registered
120. Issue of debentures at different dates add ranking of preference
121. Rights of debenture-holders
122. Director or officer not to be trustee for debenture-holders
123. Liability of trustee for debenture-holders
124. Power to re-issue redeemed debentures in certain cases
125. Debenture to be described as secured or unsecured
126. Form of debentures or debenture certificates
127. Register of pledges, cessions and bonds
128. Register of debenture-holders
129. Registers may be kept where made up
130. Inspection of registers and copies and extracts
131. Default in keeping of registers
132. Forgery, impersonation and unlawful engravings
133. Registration of transfer of shares or interests
134. Definitions for purpose or transfer or listed shares or interests
135. Manner in which securities may be transferred
136. Certification by company that security has been lodged for transfer
137. Duty of company with reference to person under contractual disability
138. Warranty and indemnity by persons lodging documents of transfer
139. Notice of refusal to register transfer
140. Limitation of time for issue of certificates on transfer
140A. Disclosure of beneficial interest in securities
141. No offer of shares for sale to public without statement
VI : Offering of Shares and Prospectus
142. Definitions
143. Restrictions as to offers to the public
144. Offers not being offers to the public
144A. Employee Share Scheme
145. No offer for subscription to public without prospectus
145A. Approval by stock exchange a requirement for letters of allocation
146. No offer for sale to the public without prospectus
146A. Rights offers
147. Application form for shares to be attached to prospectus
148. Matters to be stated in prospectus
148A. Permission to omit information
149. Statement on face of issued prospectus
150. Consent of person named as director
151. Consent by experts and others
152. Contracts and translations thereof to be attached to prospectus
153. Where the issue is underwritten
154. Signing, date and date of issue, of prospectus
155. Registration of prospectus
156. Time limit for issue of prospectus
157. Advertisement as to prospectus
158. Waiver of requirements of this void
159. Variation of contract mentioned in prospectus
160. Liability for untrue statements in prospectus
161. Liability of experts and others
162. Offences in respect of untrue statements in prospectus
163. No diminution of liability under any other law or the common law
164. Time limit as to allotment or acceptance
165. No allotment unless minimum subscription received
166. No allotment or acceptance if application form not attached to prospectus
167. Voidable allotment where section 164, 165 or 166 contravened
168. Minimum interval before allotment or acceptance
169. Conditional allotment if prospectus states shares to be listed by stock exchange
VII : Administration of Companies
170. Postal address and registered office of company
171. Names of directors to be stated on trade catalogues, trade circulars and business
172. Certificate to commence business
173. Annual return
174. Repealed
175. Repealed
176. Enforcement of duty of company to make returns to Registrar
177. Extension of time
178. Additional fees in respect of late lodgement of returns and other documents
179. Annual general meeting
180. General meetings
181. Calling of general meetings on requisition by members
182. Convening of general meetings by Registrar
183. General meetings on order of Court
184. Meetings of company with one member
185. Duty of company to circulate notice of resolutions and statements by members
186. Notice of meetings and resolutions
187. Manner of giving notice
188. Representation of company or other body corporate at meetings of companies and me
189. Representation of members at meetings by proxies
190. Quorum for meetings
191. Chairman of meetings
192. Compulsory adjournment of meetings
193. Voting rights of shareholders
194. Voting rights of preference shareholders
195. Determination of voting rights
196. Exceptions as regards voting rights in existing companies
197. Exercise of voting rights
198. Right to demand a poll
199. Requirements for special resolutions
200. Registration of special resolutions
201. Special resolutions for altering memorandum or articles and matters in pursuance
202. Special resolution to lapse unless registered
203. Dates on which resolutions take effect
204. Keeping of minutes of meetings of companies
205. Validity of proceedings
206. Right of members to inspect minute books
207. Publication of reports of meetings
VIII : Directors
208. Number of directors
209. Determination of number of directors and appointment of first directors
210. Appointment of directors to be voted on individually
211. Consent to act as director or officer
212. Filling of vacancy where director disqualified or removed
213. Qualification shares of directors
214. Defect in appointment of director and validity of acts
215. Register of directors and officers
216. Duties of directors and others and of company in respect of register
217. Repealed
218. Disqualifications of directors and others
219. Disqualification of directors, officers and others by the Court
220. Removal of directors and procedures in regard thereto
221. Restriction of power of directors to issue share capital
222. Restriction on issue of shares and debentures to directors
223. Share option plans where director interested
224. Repealed
225. Prohibition of tax free payments to directors
226. Prohibition of loans to, or security in connection with transactions by, director
227. Payments to directors for loss of office or in connection with arrangements and t
228. Disposal of undertaking or greater part of assets of company
229. Repealed
230. Repealed
231. Repealed
232. Repealed
233. Repealed
234. Duty of director or officer to disclose interest in contracts
235. Manner of and time for declaration of interest
236. Written resolution where director interested
237. Disclosure by interested director or officer acting for company
238. When particulars of interest to be stated in notice of meeting
239. Minuting of declarations of interest
240. Register of interests in contracts of directors and officers and inspection there
241. Duty of auditor as to register of interests in contracts
242. Keeping of minutes of directors' and managers' meetings
243. Validity of proceedings at meetings of directors or managers
244. When resolution at adjourned directors' or managers' meeting effective
245. Directors' and managers' meetings: attendance register
246. Duty of auditor as to minute books and attendance register
247. Exemption from or indemnity against liability of directors, officers or auditors
248. Relief of directors and others by Court in certain cases
249. False statements and evidence
250. Falsification of books and records
251. False statement by directors and others
IX : Remedies of Members
252. Member's remedy in case of oppressive or unfairly prejudicial conduct
253. Power of Registrar to call for information concerning shares and members
254. Appointment and powers of inspectors to investigate financial interest in and con
255. Power to require information as to persons interested in shares or debentures
256. Power to impose restrictions on shares or debentures
257. Inspection of company's affairs on application of members
258. Investigation of company's affairs in other cases
259. Power of inspector to conduct investigation into affairs of related companies
260. Production of documents and evidence on investigation
261. Inspector's report
261A. Preservation of secrecy
262. Proceedings on inspector's report
263. Expenses of and incidental to investigation of company's affairs
264. Saving in respect of attorneys and bankers
265. Report of inspectors to be evidence
266. Initiation of proceedings on behalf of company by a member
267. Powers of curator ad litem
268. Security for costs by applicant for appointment of curator ad litem
IXA : Secretary for Public Companies
268A. Mandatory Appointment of Secretary
268B. First Appointment of Secretary
268C. Filling of Casual Vacancy of Secretary
268D. Body Corporate or Partnership may be Appointed Secretary
268E. Consent to act as Secretary, entries in Register of Directors and Officers and L
268F. Disqualification for Appointment as Secretary
268G. Duties of Secretary
268H. Name of Secretary to be stated on Trade Catalogues, Trade Circulars and Business
268I. Notice to be given of Resignation or Removal of Secretary
X : Auditors
269. First appointment of auditor of company
269A. Audit committees for public interest companies
269B. Minister's powers in respect of audit committees
270. Annual appointment of auditor
270A. Functions and funding of audit committees
271. Where meeting fails to appoint auditor, and notice to Registrar
272. Minister may appoint joint auditor
273. Filling of casual vacancies
274. Appointment of firm as auditor
274A. Rotation of auditors
275. Disqualification for appointment as auditor
275A. Certain non-audit services not open to current auditor of widely held company
276. Notice by, and entries in register of directors and officers and lodging of retur
277. Removal of auditor appointed by directors or Registrar, and filling of vacancy
278. Removal of auditor and appointment of new auditor
279. Special notice of removal for auditor
280. Resignation of auditor
281. Auditor's right of access to books and to be heard at general meetings
282. Duties of auditor
283. Remuneration of auditor
XI : Accounting and Disclosure
284. Duty of company to keep accounting records
285. Determination of financial year of company
285A. General requirements for financial statements
286. Duty to make out annual financial statements and to lay them before annual genera
287. Offence to issue incomplete or non-compliant financial statements
287A. False or misleading reports
288. Obligation to lay group statements before annual general meeting
289. (Repealed) Group annual financial statements
290. Group financial statements for limited interest companies
291. (Repealed) Where group annual financial statements need not deal with subsidiary
292. Repealed
293. Accounting periods of company and subsidiary to be the same
294. (Repealed) Duty of auditor to report on decisions of directors on consolidated and group ann
295. Annual financial statements to disclose loans to and security for benefit of dire
296. Annual financial statements to disclose loans made to and security provided for b
297. Annual financial statements to disclose directors' emoluments and pensions
298. Approval and signing of financial statements
299. Directors' report
300. Auditor's duties as to annual financial statements and other matters
300A. Attendance of Auditors
301. Auditor's report
302. Duty of company to send annual financial statements to members and Registrar
303. Half-yearly interim reports
304. Provisional annual financial statements
305. Form and contents of interim report and provisional annual financial statements
306. Copies of interim report and provisional annual financial statements to be lodged
307. Registrar may grant exemptions and extensions of time
308. Offences under sections 303 to 306, inclusive
309. Right of members and others to copies of annual financial statements and interim
310. Repealed
XII : Compromise, Amalgamation, Arrangement and Take-overs
311. Compromise and arrangement between company, its members and creditors
312. Information as to compromises and arrangements
313. Provisions facilitating reconstruction or amalgamation
314. Repealed
315. Repealed
316. Repealed
317. Repealed
318. Repealed
319. Repealed
320. Repealed
321. Repealed
XIII : External Companies
322. Registration of memorandum of external company
323. Effect of registration of memorandum of external company
324. Power of external company to own immovable property in Republic
325. External company to have an auditor
326. External company to have person authorized to accept service
327. Register of directors and managers and secretaries, changes therein and power of
328. Changes in memorandum of external company
329. External company to keep accounting records and lodge annual financial statements
330. Repealed
331. Further administrative duties of external company
332. Deregistration of external company
333. Offences in respect of external companies
334. Transfer of undertaking of external company and exemptions from transfer duty und
335. Registration of external companies as companies in the Republic
336. Application of this Chapter to foreign companies under repealed Act
XIV : Winding-up of Companies
337. Definitions
338. Application of repealed Act where winding-up has already commenced
339. Law of insolvency to be applied mutatis mutandis
340. Voidable and undue preferences
341. Dispositions and share transfers after winding-up void
342. Application of assets and costs of winding-up
343. Modes of winding-up
344. Circumstances in which company may be wound up by Court
345. When company deemed unable to pay its debts
346. Application for winding-up of company
347. Power of Court in hearing application
348. Commencement of winding-up by Court
349. Circumstances under which company may be wound up voluntarily
350. Members' voluntary winding-up and security
351. Creditors' voluntary winding-up
352. Commencement of voluntary winding-up
353. Effect of voluntary winding-up on status of company and on directors
354. Court may stay or set aside winding-up
355. Notice to creditors or members in review by Court in winding-up, and no reopening
356. Notice of winding-up of company
357. Notice of winding-up to certain officials and their duties thereanent
358. Stay of legal proceedings before winding-up order granted
359. Legal proceedings suspended and attachments void
360. Inspection of records of company being wound up
361. Custody of or control over, and vesting of property of, company
362. Court may order directors, officers and others to deliver property to liquidator
363. Directors and others to submit statement of affairs
363A. Change of address by directors and secretaries and certain former directors and
364. Master to summon first meetings of creditors and members and purpose thereof
365. Offences in securing nomination as liquidator and restriction on voting at meetin
366. Claims and proof of claims
367. Appointment of liquidator
368. Appointment of provisional liquidator
369. Determination of person to be appointed liquidator
370. Master may decline to appoint nominated person as liquidator
371. Remedy of aggrieved persons
372. Persons disqualified from appointment as liquidator
373. Persons disqualified by Court from being appointed or acting as liquidators
374. Master may appoint co-liquidator at any time
375. Appointment, commencement of office and validity of acts of liquidator
376. Title of liquidator
377. Filling of vacancies
378. Leave of absence or resignation of liquidator
379. Removal of liquidator by Master and by the Court
380. Notice of removal of liquidator
381. Control of Master over liquidators
382. Plurality of liquidators, liability and disagreement
383. Cost and reduction of security by liquidator
384. Remuneration of liquidator
385. Certificate of completion of duties by liquidator and cancellation of security
386. General powers
387. Exercise of liquidator's powers in winding-up by Court
388. Court may determine questions in voluntary winding-up
389. Exercise of power to make arrangement and the binding of dissentient creditors
390. Exercise of power of liquidator in voluntary winding-up to accept shares for asse
391. General duties
392. Liquidator's duty to give information to Master
393. Liquidator's duty to keep records and inspection thereof
394. Banking accounts and investments
395. Liquidator's duties as to contributories
396. Notices to contributories and objections
397. Recovery of contributions and nature of liability
398. Adjustment of rights of contributories inter se
399. Evidence as to contributions and contributories
400. Liquidator's duty to expose offences and to report thereon
401. Director of Public Prosecutions may make application to Court for disqualification ...
402. Liquidator's duty to present report to creditors and contributories
403. Liquidator's duty to file liquidation and distribution account
404. Master may grant extension of time for lodging account
405. Failure of liquidator to lodge account or to perform duties
406. Places for and periods of inspection of account
407. Objections to account
408. Confirmation of account
409. Distribution of estate
410. Liquidator's duty as to receipts and unpaid dividends
411. Payment of money deposited with Master
412. Meetings of creditors and members and voting at meetings of creditors
413. Meetings to ascertain wishes of creditors and others
414. Duty of directors and officers to attend meetings
415. Examination of directors and others at meetings
416. Application of provisions of Insolvency Act, 1936
417. Summoning and examination of persons as to affairs of company
418. Examination by commissioners
419. Dissolution of companies and other bodies corporate
420. Court may declare dissolution void
421. Registrar to keep a register of directors of dissolved companies
422. Disposal of records of dissolved company
423. Delinquent directors and others to restore property and to compensate the company
424. Liability of directors and others for fraudulent conduct of business
425. Application of criminal provisions of the law relating to insolvency
426. Private prosecution of directors and others
XV : Judicial Management
427. Circumstances in which company may be placed under judicial management
428. Provisional judicial management order
429. Custody of property and appointment of provisional judicial manager on the granti
430. Duties of provisional judicial manager upon appointment
431. Purpose of meetings convened under section 429(b)(ii)
432. Return day of provisional order of judicial management and powers of the Court
433. Duties of final judicial manager
434. Application of assets during judicial management
434A. Remuneration of provisional judicial manager or judicial manager
435. Pre-judicial management creditors may consent to preference
436. Voidable and undue preferences in judicial management
437. Period of judicial management to be discounted in determining preference under mo
438. Position of auditor in judicial management
439. Application to judicial management of certain provisions of winding-up
440. Cancellation of judicial management order
XVA : Regulation of Securities
440A. Definitions
440B. Establishment of panel
440C. Functions of panel
440D. Investigations by panel
440E. Financing of panel
440F. Prohibition of insider trading
440G. Obligation to furnish certain information to panel
440H. Operation of Chapter in relation to other laws
440I Preservation of secrecy
440J. Limitation of liability
440K. Compulsory acquisition of securities of minority in affected transaction
440L. Restriction in respect of affected transaction
440M. Actions
440N. Application of Maintenance and Promotion of Competition Act, 1979
XVB. Financial reporting standards
440O. Definitions and preliminary
440P. Establishment of Council
440Q. Appointment and removal of Council members
440R. Officers and meetings of Council
440S. Functions of Council
440T.Interested persons in respect of Council
440U. Approval and publication of standards
440V. Monitoring
440W. Establishment of Panel
440X. Appointment and removal of members of Panel
440Y. Interested persons in respect of Panel
440Z. Officers and meetings of Panel
440AA. Investigation of non-compliance
440BB. Powers of investigation committee
440CC. Confidentiality
440DD. Advisors
440EE. Publication
440FF. Offence and penalty
440GG. Limitation of liability
440HH. Annual reports
440II. Administrative Support
440JJ. Remuneration and reimbursements
XVI : Penalties for Offences
441. Penalties for offences
XVII : Repeal of Laws and Commencement of Act
442. Repeal of laws
443. Short title and date of commencement
Schedules
Schedule 1
Table A - Articles for a Public Company having a Share Capital
Table B - Articles for a Private Company having a Share Capital
Schedule 2
Common Powers of Companies
Schedule 3
Matters which must be stated in a Prospectus in addition to those spec
Part I
Part II : Reports to be set out
Part III : Matters which must be stated in a Prospectus under Section 148(1)(b) of t
Part IV : Directions as to the form of a Prospectus
Schedule 4: Requirements for annual financial statements, interim reports and provisional a
Requirements for financial statements
Part I
A. General
B. Balance Sheet
C. Income Statement
D. Statement of Cash Flow Information
Part II
Group Annual Financial Statements
Part III
Directors' Report
Part IV
Interim Report and Provisional Annual Financial Statements
Part V
Repealed
Schedule 5
Repeal of Laws
Regulations
Companies Administrative Regulations, 1973
Companies Administrative Regulations, 1973
1. Interpretation
1A. Electronic Services
2. Documents
2A. Notices under the Act
3. Documents
3A. Documents
4. Certification of Documents and Translations
4A. Checking of Documents
5. Office Hours
6. Interviews and Hearings
7. Forms and Fees
8. Manner of Payment of Fees [Section 10(1)]
9. Manner of Payment of Fees [Section 10(1)]
10. Inspection and Copies of Documents [Section 9]
11. Inspection and Copies of Documents [Section 9]
12. Inspection and Copies of Documents [Section 9]
13. Inspection and Copies of Documents [Section 9]
14. Preservation of Records (Repealed)
15. Preservation of Records (Repealed)
16. Preservation of Records
17. Memorandum [Section 54(1)]
18. Articles [Section 60(1)]
19. Registration and Incorporation [Section 63(1)]
20. Registration and Incorporation [Section 63(1)]
21. Registration and Incorporation [Section 63(1)]
22. Registration and Incorporation [Section 63(1)]
22A. Registration and Incorporation [Section 63(1)]
23. Registration of Translated Name and Shortened form of a Name or Translated N
23A. Registration of Defensive Name [Section 43(2)]
24. Change of Name [Section 44]
25. Alteration of Share Capital, Acquisition by Companies of Own Shares and Paym
25A. Alteration of Share Capital, Acquisition by Companies of Own Shares and Pay
25B. Alteration of Share Capital, Acquisition by Companies of Own Shares and Pay
26. Conversion of Company [Section 28 (1)]
27. Certificate to Commence Business [Section 172(2) and (3)]
27A. Registration of Offer Document [Section 144(c)(iii) and (iv)]
27B. Registration of Supplement to Prospectus
27C. Application to Omit Information in Prospectus
28. Annual Return
28A. Lodging of Additional Copy of Certain Prescribed Forms
29. Minute Books [Sections 204(2) and 242(3)]
30. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
31. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
32. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
33. Registration of External Companies [Section 322(1)]
34. Standing Advisory Committee [Section 18]
35. Consent to Act as Officer or Director [Section 211(1)(a)]
35A. Consent to Act as Officer or Director [Section 211(1)(a)]
36. Provisional Annual Financial Statements in Respect of Private Company [Secti
36A. Provisional Annual Financial Statements in Respect of Private Company [Sect
37. Repeal of Existing Regulations, Schedules to Repealed Act and Proclamation,
38. Repeal of Existing Regulations, Schedules to Repealed Act and Proclamation,
Retention and Preservation of Company Records Regulations, 1983
Retention and Preservation of Company Records Regulations, 1983
1. Definitions
2. Preservation of Records
4. Retention of Records
5. Short Title
Schedules
Schedule 1 : Certificate of Authenticity by Director or Officer of Company
Schedule 2 : Retention Periods of company Records
Uncertificated Securities Regulations
Regulations Uncertificated Securities Regulations
1. Definition
2. Instruction to convert certificated securities into uncertificated securities
3. Duties of company
4. Legality of functions
5. Title
Winding-Up and Judicial management of Companies Regulations
Winding-Up and Judicial management of Companies Regulations
1. Definitions
2. Attachment of Assets
3. Statement of Affairs
4. Examinations
5. Meetings
6. Applications by Liquidator to Court
7. Claims Disputed by Liquidator
8. Liquidation Account Objections
9. Notices
10. Costs and Charges
11. Master's Fees
12. Remuneration of Liquidators
13. Prescribed Forms
14. Repeal of Regulations
The Securities Regulation Code on Takeovers and Mergers
Explanatory Notes
1. The Code
2. The Securities Regulation Panel
A. Introduction
1. The Status of the Introduction, The Definitions and General Prin
2. The Code in Practice
3. Companies to which the Code applies
4. Practice Notes
B. Definitions
1. Under Section 440A(1) of the Act
2. Section 440A(2) of the Act
3. Additional Definitions
4. Calculation of Time
5. Implementation of Definitions of "Control" and "Specified Percent
C. General Principles
1. Introduction
2. General Principles
D. The Approach, Announcements and Independent Advice
Rule 1. The Approach
Rule 2. Secrecy Before Announcements: The Timing and Contents of Ann
Rule 3. Appropriate External Advice
E. Dealings and Restrictions on the Acquisition of Securities and Rights over Secur
Rule 4. Prohibited Dealings before and during the Offer by the Offer
Rule 5. Acquisitions Resulting in an Obligation to Offer a Minimum L
Rule 6. Consequences of Certain Dealings
Rule 7. Public Disclosure of Dealings during the Offer Period
F. The Offer and its Terms
Rule 8
G. Nature of Consideration to be Offered
Rule 9
H. Provisions Applicable to all Offers
Rule 11. Where there is more than one class of securities
Rule 12. Appropriate Offer for Convertible or other Relevant Securit
Rule 13. Special Deals with Favourable Conditions
Rule 14. Announcement of Acceptance Levels
Rule 15. The Use of Proxies and other Authorities in Relation to Acc
Rule 10. Subjective Conditions
I. Conduct during the Offer
Rule 16. Supply of Information
Rule 17. Management Buy-Outs
Rule 18. Statements by Parties during the Course of an Offer
Rule 19. Restrictions on Frustrating Action
J. Documents from the Offeror and the Offeree Board
Rule 20. General Obligations and Responsibilities
Rule 21. Offeror Documents
Rule 22. Offeree Board Circulars
Rule 23. Documents to be available for Inspection
Rule 24. Documents subsequently sent to Holders of Relevant Securiti
K. Profit Forecasts
Rule 25
L. Asset Valuations
Rule 26
M. Timing And Revision
Rule 27. Posting the Offer Document and the Offeree Board Circular
Rule 28. Timing of the Offer
Rule 29. Offers Implemented by Schemes of Arrangement or Other Metho
Rule 30. Revision
Rule 31. Alternative Offers
N. Restrictions following Offers
Rule 32
O. Redemption or Reduction by a Company of its own Securities
Rule 33. Redemption or Reduction of Securities by the Offeror/Offere
P. Power of Panel to Grant Exemption from any Requirement
Rule 34. Panel's General Discretion
Q. Co-Operation with Bodies in other Countries
Rule 35. Co-Operation with Similar Bodies
R. When Code comes into Operation
Rule 36. Date of Coming into Operation
Rules under Sections 440C(4)(a), (b), (c) and (f) of Act No. 61 of 1973, as amended
Rule 1. Administration of the Panel
Rule 2. Financing of the Panel
Rule 3. The Remuneration and Allowances of The Executive Director and the Condi
Rule 4. The Remuneration and Allowances of Members of The Panel
Rule 5. The Remuneration and Allowances of Officers and Employees of the Panel
Rule 6. Dissolution of The Panel
Securities Regulation Panel Schedule of Fees and Charges
Securities Regulation Panel Schedule of Fees and Charges
Notices
Notice No. 409 of 2005: Department of Trade and Industry : Securities Regulation Panel
Notice No. 1061 of 2005
Notice No. 1762 South African Companies and Close Corporation Regulatory Office
Notice No. 1762 South African Companies and Close Corporation Regulatory Office
1. Introduction: Year 2000 compliance
2. New Numbers
3. Companies incorporated prior to 1951 and certain companies incorporated during
4. Enterprises incorporated from 1951 to the end of 1999 (excluding certain compa
5. Future use of registration numbers
Notice No. 3076 of 2000 Representation of the relevant interests in the regulation of secur
Notice No. 3076 of 2000 Representation of the relevant interests in the regulatio
Notice 263 of 2006 : Notice in terms of Section 440C(4)(a) of the Companies Act
Notice No. 339 of 2009
Notice 339 of 2009
Notice No. 192 of 2010
Notice 192 of 2010 - Securities Regulation Panel
Notice No. 1171 of 2010
Securities Regulation Panel
Place of business
Means any place where the company transacts or holds itself out as transacting business and includes a share transfer or share registration office.
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