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

Schedule 5 : Transitional Arrangements

2. Continuation of pre-existing companies

 

 

1) As of the general effective date, every pre-existing company that was, immediately before that date,—
a) incorporated or registered in terms of the Companies Act, 1973 (Act No. 61 of 1973); or
b) recognised as an ‘‘existing company’’ in terms of the Companies Act, 1973 (Act No. 61 of 1973),

continues to exist as a company, as if it had been incorporated and registered in terms of this Act, with the same name and registration number previously assigned to it, subject to item 4.

 

2) Despite section 11, a pre-existing company-
a) whose name, immediately before the effective date, satisfied the requirements of section 49 of the previous Act is not required to change its name to comply with section 11(3)(c) solely on the ground that any part of its name was in an official language other than English; and
b) may continue to use a translated name that, immediately before the effective date, was registered and otherwise met the requirements of section 50(2) of the previous Act.

 

3) Despite the repeal of the previous Act, section 49(5) to (7) of the previous Act continues to apply to a pre-existing company that was, immediately before the effective date, engaged in any circumstances contemplated in those provisions.

 

4) Despite the repeal of the previous Act, a pre-existing company retains all of the powers set out in that Act in respect of its shares that were issued and outstanding immediately before the effective date, to the extent necessary to give full effect to-
a) section 35(6); and
b) item 6(2) of this Schedule.

 

5) If, as a consequence of the coming into effect of the Act and the repeal of the previous Act, a conflict, dispute or doubt arises within two years after the effective date concerning the particular manner or form in which, or time by which, a pre-existing company is required to-
a) prepare its annual financial statements, convene an annual general meeting, provide to its shareholders copies of its annual financial statements, any notice or any other document;
b) file any particular document with the Commission; or
c) take any other particular action required in terms of this Act or the company's Memorandum of Incorporation,

the company may apply to the Tribunal for directions, and a member of the Tribunal may make an administrative order that is appropriate and reasonable in the circumstances.

 

6) An external company that, immediately before the effective date, was registered as such in terms of the previous Act must be regarded as having registered on the effective date as an external company in terms of this Act.

 

7) If, immediately before the general effective date, a particular pre-existing company has passed its financial year end but has not completed the requirements in terms of the previous Act for publishing, audit and approval of its annual financial statements for that financial year-
a) the provisions of the previous Act continue to apply with respect to the publishing, audit and approval of those statements; and
b) the provisions of this Act will apply to each subsequent financial year end and annual financial statements of that company.