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

Chapter 2 : Formation, Administration and Dissolution of Companies

Part C : Transparency, accountability and integrity of companies

23. Registration of external companies and registered office

 

 

1) An external company must register with the Commission within 20 business days after it first begins to conduct business, or non-profit activities, as the case may be, within the Republic—
a) as an external non-profit company if, within the jurisdiction in which it was incorporated, it meets legislative or definitional requirements that are comparable to the legislative or definitional requirements of a non-profit company incorporated under this Act; or
b) as an external profit company, in any other case.

 

2) For the purposes of subsection (1), and the definition of ‘‘external company’’ as set out in section 1, a foreign company must be regarded as ‘‘conducting business, or non-profit activities, as the case may be, within the Republic’’ if that foreign company-
a) is a party to one or more employment contracts within the Republic; or
b) subject to subsection (2A), is engaging in a course of conduct, or has engaged in a course or pattern of activities within the Republic over a period of at least six months, such as would lead a person to reasonably conclude that the company intended to continually engage in business or non-profit activities within the Republic.

 

2A) When applying subsection (2)(b), a foreign company must not be regarded as "conducting business activities, or non-profit activities, as the case may be, within the Republic" solely on the ground that the foreign company is or has engaged in one or more of the following activities:
a) Holding a meeting or meetings within the Republic of the shareholders or board of the foreign company, or otherwise conducting any of the company’s internal affairs within the Republic;
b) establishing or maintaining any bank or other financial accounts within the Republic;
c) establishing or maintaining offices or agencies within the Republic for the transfer, exchange or registration of the foreign company’s own securities;
d) creating or acquiring any debts within the Republic, or any mortgages or security interests in any property within the Republic;
e) securing or collecting any debt, or enforcing any mortgage or security interest within the Republic; or
f) acquiring any interest in any property within the Republic.

 

3) Each company or external company must—
a) continuously maintain at least one office in the Republic; and
b) register the address of its office, or its principal office if it has more than one office—
i) initially in the case of—
aa) a company, by providing the required information on its Notice of Incorporation; or
bb) an external company, by providing the required information when filing its registration in terms of subsection (1); and
ii) subsequently, by filing a notice of change of registered office, together with the prescribed fee.

 

4) A change contemplated in subsection (3)(b)(ii) takes effect as from the later of—
a) the date, if any, stated in the notice; or
b) five business days after the date on which the notice was filed.

 

5) The Commission must—
a) assign a unique registration number to each external company that has registered in accordance with subsection (1);
b) maintain a register of external companies;
c) enter the prescribed information concerning each external company in the register; and
d) in the case of an external company whose name is a foreign registration number but does not indicate the name of the foreign jurisdiction in which it was incorporated, append to its name on the registry the name of that jurisdiction in a manner comparable to that required for a company under section 11(3)(a).

 

6) If an external company has failed to register in terms of subsection (1) within three months after commencing its activities within the Republic, the Commission may issue a compliance notice to that external company requiring it to—
a) register as required by subsection (1) within 20 business days after receiving the notice; or
b) if it fails to register within the time allowed in paragraph (a), to cease carrying on its business or activities within the Republic.