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Table of Contents
Close Corporations Act, 1984 (Act No. 69 of 1984)
Notice No. 1354 of 1984
Act
1. Definitions
Part I : Formation and Juristic Personality of Close Corporations
2. Formation and juristic personality of close corporations
Part II : Administration of Act
3. Registration Office and registrar
4. Registrar
5. Inspection and copies of documents in Registration Office
6. Payment of fees
7. Courts having jurisdiction in respect of corporations
8. Security for costs in legal proceedings by corporations
9. Transmission of copies of Court orders to Registrar and Master
10. Regulations and policy
11. [Repealed] Functions of standing advisory committee on company law in relation to corporations
Part III : Registration, Deregistration and Conversion
12. Founding statement
13. Registration of founding statement
14. Certificate of incorporation
15. Registration of amended founding statement
15A. Annual Return
16. Keeping copies of founding statements by corporations
17. No constructive notice of particulars in founding statement and other documents
18. [Repealed] Meaning of "name" in sections 19, 20 and 21
19. Undesirable names and reservation of names
20. Objections to names
21. Effect of change of name
22. Formal requirements to names and registration numbers
22A. Improper references to incorporation in terms of Act
23. Use and publication of names
24. Contributions by members
25. Postal address and registered office
26. Deregistration
27. [Repealed] Conversion of companies into corporations
Part IV : Membership
28. Number of members
29. Requirements for membership
30. Nature of member's interest
31. Certificate of member's interest
32. Representation of members
33. Acquisition of member's interest by new member
34. Disposal of interest of insolvent member
34A. Attachment and sale in execution of member's interest
35. Disposal of interest of deceased member
36. Cessation of membership by order of Court
37. Other dispositions of members' interests
38. Maintenance of aggregate of members' interests
39. Payment by corporation for members' interests acquired
40. Financial assistance by corporation in respect of acquisition of members' interests
41. [Repealed] Publication of names of members
Part V : Internal Relations
42. Fiduciary position of members
43. Liability of members for negligence
44. Association agreements
45. No access to or constructive notice of association agreements
46. Variable rules regarding internal relations
47. Disqualified persons regarding management of corporation
48. Meetings of members
49. Unfairly prejudicial conduct
50. Proceedings against fellow-members on behalf of corporation
51. Payments by corporation to members
52. Prohibition of loans and furnishing of security to members and others by corporation
Part VI : External Relations
53. Pre-incorporation contracts
54. Power of members to bind corporation
55. [Repealed] Application of sections 37 and 216 of Companies Act, 1973
Part VII : Accounting and Disclosure
56. Accounting records
57. Financial year of corporation
58. Annual financial statements
59. Appointment of accounting officers
60. Qualifications of accounting officers
61. Right of access and remuneration of accounting officers
62. Duties of accounting officers
62A. Application of accountability provisions of Companies Act
Part VIII : Liability of Members and others for debts of Close Corporation
63. Joint liability for debts of corporation
64. Liability for reckless or fraudulent carrying-on of business of corporation
65. Powers of Court in case of abuse of separate juristic personality of corporation
Part IX : Winding-up
66. Application of Companies Act, 1973
67. Dissolution of corporations
68. [Repealed] Liquidation by Court
69. Circumstances under which corporation deemed unable to pay debts
70. Repayments by members
71. Repayment of salary or remuneration by members
72. Composition
73. Repayments, payments of damages and restoration of property by members and others
74. Appointment of liquidator
75. Vacancies in office of liquidators
76. Refusal by Master to appoint nominated person as liquidator
77. Resignation and absence of liquidator
78. First meeting of creditors and members
79. Report to creditors and members
80. Repayments by members or former members
81. Duties of liquidator regarding liability of members to creditors or corporation
Part X : Penalties and General
82. Application of Companies Act to enforcement of Act
83. Short title and commencement.
Practice Notes
Practice note No. 4
Practice Note 1 of 2006
Notices
Notice in terms of Section 6 of the Close Corporations Act, 1984
Notice No. 1062 of 2005
Regulations
Close Corporations Administrative Regulations
Notice No. R. 2487 of 1984
1. Definitions
1A. Electronic Services
2. Documents
2A. Notices under the Act
3.
4.
5. Office hours
6. Forms and fees
7. Manner of payment of fees (section 6)
8.
9. Inspection and copies of documents
10.
11.
12.
13. Preservation of records
14. Retention of records
14A. [Repealed] Reservation of name
15. Registration of founding statement
16. Registration of amended founding statement
16A. Annual Return
16B. Additional fee in respect of late lodgement of annual return
17. Conversion of companies into corporations
18. Restoration of the registration of a corporation
19. Order of court for the alteration of or addition to a founding statement
20. Voluntary winding-up (section 67)
21. Accounting officer
21A. Reporting by accounting officer
22. Lodging of additional copy of certain prescribed forms
23. Standing advisory committee (section 11)
24. Commencement
Schedules
Schedule 1 : Fees
Schedule 2 : Certificate of Authenticity by Member or Officer of Close Corporation
Schedule 3 : Retention periods of corporation records
Schedule 4 : Forms
"prescribe"
means prescribe by regulation; and "prescribed" has a corresponding meaning.
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