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


Companies Regulations, 2011

Chapter 2 : Formation, Administration and Dissolution of Companies

Part B : Incorporation and Legal Status of Companies

18. Conversion of Close Corporations


See Schedule 2


(1) A Notice of Conversion of a close corporation in terms of Schedule 2 must be filed in Form CoR 18.1, and must be accompanied by—
(a) a written statement of consent signed by members of the corporation holding, in aggregate, at least 75% of the members' interests in the corporation;
(b) a Memorandum of Incorporation; and
(c) the fee set out in Table CR 2B.


(2) As soon as practicable after receiving a Notice of Conversion, the Commission must issue either—
(a) a Notice Requiring Further Information in Form CoR 18.2, if the Commission requires more information to verify that the requirements of Schedule 2 have been satisfied; or
(b) a Certificate of Registration in Form CoR 18.3, if—
(i) the Commission has accepted the Notice of conversion; and
(ii) the company's Memorandum of Incorporation, including its name, is consistent with the requirements of the Act.