| 1) |
Notwithstanding anything to the contrary contained in any law, whenever an external company satisfies the Court that it carries on its principal business within the Republic and that- |
| a) |
it is being or is about to be wound up voluntarily or dissolved for the purpose of transferring the whole of its business and all its rights, obligations and property, wherever situate, to a company which has been or will be incorporated under this Act (in this section referred to as the new company) for the purpose of taking over and acquiring such business, rights, obligations and property; or |
| b) |
all the issued shares of that external company have been, are being or are about to be acquired by such new company under a scheme in terms of which such transfer to the said new company is to take place; and |
| c) |
the sole consideration for such transfer or acquisition is the issue to the members of the external company of shares of the new company in proportion to their shareholdings in the external company; and |
| d) |
no shares in the new company will be available for issue to any persons other than the members of the external company, |
the Court may order that, on the certificate of the Registrar that the external company is being or is about to be wound up voluntarily or dissolved or that all the shares of the external company have been or are about to be acquired for the said purpose, that the said new company has been incorporated and is entitled to commence business and that the shares of the new company have been issued in the said proportion to the members of the external company
| i) |
as from a date specified by it, the whole of the business and all rights, obligations and property of the external company, wherever situate, shall be transferred (subject to transfer in due form) to, shall vest in and shall be binding upon the new company; |
| ii) |
no transfer or stamp duty shall be payable in respect of the transfer of any property from the external company to the new company; and |
| iii) |
any licence, exemption, permit, certificate or authority held in terms of any law by the external company in respect of its business or property, shall, with effect from the date specified under paragraph (i), be deemed for the purposes of such law to be held by the new company in respect of the business or property so transferred. |
| 2) |
In subsection (1) the expression "the Court" means any provincial or local division of the High Court of South Africa within whose jurisdiction the registered office of the external company concerned is situate, and such Court shall have the power to issue such order in respect of any property wherever situate in the Republic. |
Implementation of Geneva Conventions Act, 2012
