| (1) |
Notwithstanding any provision of this Act to the contrary, a company may practise as and perform the work of a geomatics professional if the company has been incorporated or recognised as a personal liability company in terms of the Companies Act, 2008 (Act No. 71 of 2008), and its Memorandum of Incorporation provides— |
| (a) |
that the main object of the company is to perform the work of a geomatics professional; |
| (b) |
that only natural persons who are geomatics professionals, or other natural persons approved by the Council in writing, may be shareholders of the company; |
| (c) |
that every shareholder of the company must be a director thereof and that only a shareholder of the company may be a director thereof; |
| (d) |
that a shareholder may not transfer any share, or any rights or benefits attaching to a share, to any person other than a person referred to in paragraph (b); and |
| (e) |
that in the event of a shareholder’s death or of his or her ceasing to comply with a requirement of paragraph (b), his or her estate or he or she himself or herself, as the case may be, may continue to hold his or her shares in the company as from the relevant date for a period of six months or for such longer period as may have been approved by the Council, and that during such period any voting rights attaching to such shares may be exercised by any other shareholder of the company whom the first-mentioned shareholder may have nominated in writing before his or her death or disqualification for the purposes of this paragraph or, failing such nomination, by the company’s board. |
(2)
| (a) |
The holder of a share referred to in subsection (1)(e) may not act as a director of the company in question, or directly or indirectly receive any directors’ fees or remuneration from that company. |
| (b) |
Such shares as are not in accordance with the company’s Memorandum of Incorporation transferred within the period referred to in subsection (1)(e) to any person referred to in subsection (1)(b), may be acquired by the company itself. |
| (c) |
Any transfer of shares in a company referred to in this section, or of any rights and benefits attaching thereto, in conflict with subsection (1)(e), shall be void. |
| (3) |
Subject to the provisions of section 11 of the Companies Act, 2008 (Act No. 71 of 2008), the name of a company referred to in this section must , unless the Council in any particular case approves of any other name, consist solely of the name or names of any of the present or past members of the company or of a person or persons who conducted, either for his, her or their own account or in partnership, any practice which may reasonably be regarded as a predecessor of the practice of the company. |
| (a) |
act performed, with or without a particular intent, by or on instructions or with permission, express or implied, given by a director or employee of a company referred to in this section; and |
| (b) |
omission, with or without a particular intent, of any act which ought to have been but was not performed by or on instructions given by a director or employee of a company, |
in the exercise of his or her powers or in the performance of his or her duties as such director or employee or in furthering or endeavouring to further the interests of that company, and which would have constituted improper conduct if it had been performed or omitted by a geomatics professional carrying on his or her profession or calling as a natural person in practice must, for the purpose of this Act, be regarded as having been performed or omitted by every shareholder, director or employee of such company practising as a geomatics professional, unless it is proved that such geomatics professional did not take part in the performance of the act or the omission and that he or she could not have prevented it.
| (5) |
A company referred to in this section which, otherwise than under an exemption granted in terms of this Act, entrusts work reserved under section 16 for a geomatics professional to any person, whether a shareholder, director or employee of the company or not, other than a geomatics professional, is guilty of an offence and liable on conviction to a fine not exceeding R10 000. |
| (a) |
not being a nominee or board referred to in subsection (1)(e), exercises any voting rights contemplated in that subsection during the period referred to therein; or |
| (b) |
contravenes a provision of subsection (2)(a), |
is guilty of an offence and liable on conviction to a fine not exceeding R1 000.
(7)
| (a) |
The provisions of section 16 apply with the changes required by the context in respect of a company referred to in this section. |
| (b) |
The payment in accordance with the provisions of this Act by a company referred to in this section on behalf of a geomatics professional who carries on his or her profession as a member, shareholder, director or employee of that company, of any annual fee or levy, must for the purposes of this Act be regarded as a payment by such geomatics professional. |
| (8) |
The Council may cancel the registration as a geomatics professional of any shareholder or director of a company referred to in this section, if the company is liquidated or wound up. |
Mandating Procedures of Provinces Act, 2008
