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Close Corporations Act, 1984 (Act No. 69 of 1984)

Part IX : Winding up

66. Application of Companies Act, 1973

 

(1) The laws mentioned or contemplated in item 9 of schedule 5 of the Companies Act, read with the changes required by the context, apply to the liquidation of a corporation in respect of any matter not specifically provided for in this Part or in any other provision of this Act.

[Section 66(1) substituted by section 224, item 7(1) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

(1A) The provisions of Chapter 6 of the Companies Act, read with the changes required by the context, apply to a corporation, but any reference in that Chapter to—
(a) a company must be regarded as a reference to a corporation; or
(b) a shareholder of a company, or the holder of securities issued by a company, must be read as a reference to a member of a corporation.

[Section 66(1A) inserted by section 224, item 6(1) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

(2) For the purposes of subsection (1)—
(a) any reference in a relevant provision of the Companies Act, and in any provision of the Insolvency Act, 1936 (Act No. 24 of 1936), made applicable by any such provision—
(i) to a company, shall be construed as a reference to a corporation;
(ii) to a share in a company, shall be construed as a reference to a member's interest in a corporation;
(iii) to a member, director, shareholder or contributory of a company, shall be construed as a reference to a member of a corporation;
(iv) to an auditor of a company, shall be construed as a reference to an accounting officer of a corporation;
(v) to an officer or a secretary of a company, shall be construed as a reference to a manager or a secretary who is an officer of a corporation;
(vi) to a registered office of a company, shall be construed as a reference to a registered office of a corporation;
(vii) to a memorandum or articles of association of a company, shall be construed as a reference to a founding statement and an association agreement of a corporation, respectively;
(viii) to the Registrar of Companies, shall be construed as a reference to the Registrar;
(ix) to the Companies Act or the regulations made thereunder, or to any provision thereof, shall be construed as including a reference to this Act or the regulations made thereunder, or to any corresponding provision thereof, as the case may be;
(x) to an insolvent estate, shall be construed as a reference to a corporation;
(xi) to a provisional liquidator of a company, or to a liquidator of a company or a trustee of an insolvent estate, shall be construed as a reference to a provisional liquidator and to a liquidator of a corporation, respectively;
(xii) to the sheriff of a province, shall be construed as including a reference to a messenger of a magistrate's court;
(xiii) to a Registrar of a Court, shall be construed as including a reference to a clerk of a magistrate's court;
(xiv) shall be construed as a reference to a Court having jurisdiction under this Act; and
(xv) to a Master, shall be construed as a reference to a Master having jurisdiction under this Act;
(b) a reference to a special resolution—
(i) referred to in sections 340(2), 350 (1), 351(1), 352, 356 (2), 357 (3) and (4), 359 (1), 362 (1) and 363 (1) of the Companies Act, shall be construed as a reference to a written resolution for the voluntary winding-up of a corporation in terms of section 67 of this Act; and
(ii) referred to in section 422 (1)(b) of the Companies Act, shall be construed as a reference to a written resolution signed by or on behalf of all the members of a corporation; and
(c) it shall be deemed that the following paragraph has been substituted for paragraph (b) of section 358 of the Companies Act:

"(b) where any other action or proceeding is being or about to be instituted against the company in any court in the Republic, apply to such court for an order restraining further proceedings in the action or proceeding,"

 

 


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