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

Schedule 5 : Transitional Arrangements

6. Par value of shares, treasury shares, capital accounts and share certificates

 

 

1) Section 35(2) does not apply to a bank, as defined in the Banks Act, 1993 (Act No. 124 of 1993), until a date declared by the Minister, after consulting the member of the Cabinet responsible for national financial matters.

 

2) Despite section 35(2) any shares of a pre-existing company that have been issued with a nominal or par value, and are held by a shareholder immediately before the effective date, continue to have the nominal or par value assigned to them when issued, subject to any regulations made in terms of sub-item (3).

 

3) The Minister, in consultation with the member of the Cabinet responsible for national financial matters, must make regulations, to take effect as of the general effective date, providing for the optional conversion and transitional status of any nominal or par value shares, and capital accounts of a pre-existing company, but any such regulations must preserve the rights of shareholders associated with such shares, as at the effective date, to the extent doing so is compatible with the purposes of this item.

 

4) A failure of any share certificate issued by a pre-existing company to satisfy the requirements of section 51(1) to (4)
a) is not a contravention of that section; and
b) does not invalidate that share certificate.

 

5) Section 164 does not apply with respect to the conversion by a company of par value or nominal value shares of a pre-existing company in terms of this item, and in accordance with the regulations.