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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

17. Domestication of foreign companies

 

 

See section 13(5) to (10)

 

(1) An application by a foreign company to transfer its registration to the Republic, as contemplated in section 13 (5), must be filed in Form CoR 17 .1, and must be accompanied by—
(a) a copy of its Memorandum of Incorporation to be registered in the Republic, and a copy of its founding documentation in a foreign jurisdiction;
(b) a copy of the certificate of its current registration issued by the jurisdiction in which it is registered at the time of the application;
(c) a copy of its most recent annual financial statements;
(d) a copy of the shareholder resolution approving the transfer of the company's registration to the Republic, as required by section 13 (6)(b);
(e) satisfactory evidence that the company satisfies the requirements set out in section 13 (6)(a), and (c) to (f); and
(f) The fee set out in Table CR 2B.

 

(2) As soon as practicable after receiving an application to transfer the registration of a foreign company, the commission must issue either—
(a) a Notice Requiring Further Information in Form CoR 17.2, if the Commission requires more information to verify that the requirements of section 13 (6) and (7) have been satisfied; or
(b) a Certificate of Registration in Form CoR 17.3, if—
(i) the Commission has accepted the application to transfer the company's registration to the Republic; and
(ii) the company's Memorandum of Incorporation, including its name, is consistent with the requirements of the Act; or
(c) a Notice Refusing to Transfer Registration, in Form CoR 17.3, if the commission believes on reasonable grounds that the company is not entitled to transfer its registration to the Republic in terms of section 13(5) to (10).

 

(3) A foreign company may apply to the Tribunal to review a conditional certificate of registration contemplated in sub-regulation (2)(c), or a notice contemplated in subregulation (2)(d).