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

Schedule 1 : Provisions concerning non-profit companies

2. Fundamental transactions

 

 

1) A non-profit company may not—
a) amalgamate or merge with, or convert to, a profit company; or
b) dispose of any part of its assets, undertaking or business to a profit company, other than for fair value, except to the extent that such a disposition of an asset occurs in the ordinary course of the activities of the non-profit company.

 

2) If a non-profit company has voting members, any proposal to—
a) dispose of all or the greater party of its assets or undertaking; or
b) amalgamate or merge with another non-profit company,

must be submitted to the voting members for approval, in a manner comparable to that required of profit companies in accordance with sections 112 and 113, respectively.

 

3) Sections 115 and 116, read with the changes required by the context, apply with respect to the approval of a proposal contemplated in subitem (2).