Banks Act, 1990 (Act No. 94 of 1990) > Chapter V : Functioning of Banks and Controlling Companies with reference to Companies Act > 56. Alteration of memorandum of incorporation, and change of name

[Section 56 heading substituted by section 26(a) of Act No. 22 of 2013]

(1)

No—

(a)	alteration, in terms of section 16 of the Companies Act, of the memorandum of incorporation of a company registered as a bank; or

(b)	change, in terms of section 16(8) of the Companies Act, of the name of any such company,

shall have legal force for the purposes of this Act or any other law unless such alteration or change has been approved in writing by the Authority prior to the registration thereof by the Commissioner.

(2)	Any application for the Authority's approval in terms of subsection (1) shall be lodged with the Authority before the proposed special resolution authorizing the alteration or change in question is laid before a general meeting of the company, and such application shall be accompanied by—

(a)	two copies of the proposed special resolution; and

(b)	an explanation of the reasons for the resolution.

(3)	The Authority shall not grant any application referred to in subsection (2) if he or she is of the opinion—

[Words preceding section 56(3)(a) substituted by section 37(a) of Act No. 19 of 2003]

(a)	that the proposed alteration is inconsistent with any provision of this Act or is undesirable in so far as it concerns the activities of banks; or

(b)	that the proposed new name is unacceptable on any of the grounds mentioned in subparagraphs (i), (ii), (iii) and (iv) of section 17(2)(e).

(4)	A bank shall within 21 days of the registration by the Commissioner of an alteration of its memorandum of incorporation or a change of its name, furnish the Authority with a certified copy of the special resolution which sets out the alteration or change of name, as the case may be.

[Section 56(4) substituted by section 26(c) of Act No. 22 of 2013]

(5)	Upon receipt, by virtue of the provisions of subsection (4), of a copy of a special resolution, and payment by the bank concerned of the prescribed fee, the Authority shall—

(a)

in the case of a special resolution relating to an alteration of a memorandum of incorporation, register the alteration in question and issue to the bank concerned a certificate to the effect that the said alteration has been registered by the Authority with effect from a date specified in the certificate; or

[Section 56(5)(a) substituted by section 26(d) of Act No. 22 of 2013]

(b)	in the case of a special resolution relating to a change of name, change the name of the bank concerned in the register of banks, and issue to the bank concerned a certificate of such change of name.

[Section 56(5)(b) amended by section 25(b) of Act No. 9 of 1993]

(6)	An alteration referred to in subsection (5)(a) shall not take effect until it has been registered in terms of that subsection.

(7)	The provisions of subsections (1), (2) and (3) shall not apply with respect to any alteration of a bank's memorandum of incorporation in accordance with a direction by the Authority under this Act.

[Section 56(7) substituted by section 26(e) of Act No. 22 of 2013]

(8)	The provisions of subsection (1)(a), and of subsections (2), (3), (4), (5) and (6) in so far as they are relevant, shall mutatis mutandis apply in respect of any controlling company.