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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 1 : Interpretation, Purpose and Application

Part B : Purpose and application

10. Modified application with respect to non-profit companies


(1) Every provision of this Act applies to a non-profit company, subject to the provisions, limitations, alterations or extensions set out in this section, and in Schedule 1.


(2) The following provisions of this Act, and any regulations made in respect of any such provisions, do not apply to a non-profit company:
(a) Part D of Chapter 2 —Capitalisation of profit companies.
(b) Part E of Chapter 2 —Securities registration and transfer.
(c) Section 66(8) and (9) and section 68 – Remuneration and election of directors.
(d) Parts B and D of Chapter 3—Company secretaries, and audit committees, except to the extent that an obligation to appoint a company secretary, auditor or audit committee arises in terms of-
(i) a requirement in the company’s Memorandum of Incorporation, as contemplated in section 34(2); or
(ii) regulations contemplated in section 30(7).
(e) Chapter 4 —Public offerings of company securities.
(f) Chapter 5 —Takeovers, offers and fundamental transactions, except to the extent contemplated in item 2 of Schedule 1.
(g) Sections 146(d), and 152(3)(c) —Rights of shareholders to approve a business rescue plan, except to the extent that the non-profit company is itself a shareholder of a profit company that is engaged in business rescue proceedings.
(h) Section 164 —Dissenting shareholders’ appraisal rights, except to the extent that the non-profit company is itself a shareholder of a profit company.


(3) Sections 58 to 65, read with the changes required by the context—
(a) apply to a non-profit company only if the company has voting members; and
(b) when applied to a non-profit company, are subject to the provisions of item 4 of Schedule 1.


(4) With respect to a non-profit company that has voting members, a reference in this Act to "a shareholder", "the holders of a company’s securities", "holders of issued securities of that company" or "a holder of voting rights entitled to be voted" is a reference to the voting members of the non-profit company.