Close Corporations Act, 1984 (Act No. 69 of 1984)

Part III : Registration, Deregistration and Conversion

15. Registration of amended founding statement
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(1)If any change is made or occurs in respect of any matter particulars of which are stated in a founding statement of a corporation in accordance with paragraph (b), (d), (e) or (f) of section 12, the corporation shall, subject to the provisions of section 29(3)(c) and (d), within 28 days after such change lodge with the Registrar for registration in his or her registers an amended founding statement, in the prescribed form together with the prescribed fee, signed by or on behalf of every member of the corporation and by or on behalf of any person who will become a member on such registration, and which contains particulars and the date of the change.

 

(2)If any change is made or occurs in respect of any matter particulars of which are so stated in accordance with paragraph (a), (c) or (g) of section 12, an amended founding statement shall in accordance with the requirements of subsection (1) be lodged with the Registrar for registration, and any such change shall only take effect when such statement has been so registered in the relevant registers, or upon a later date mentioned in such statement. Provided that a statement in the prescribed form which may also be in such electronic format as the Registrar may allow and which upon registration thereof shall form part of the founding statement or amended founding statement, shall, instead of an amended founding statement, be lodged with the Registrar for registration if any such change is made or occurs in respect of—
(a)any matter of which particulars are so stated in accordance with paragraph (c) of section 12, in which case the accounting officer may sign such statement on behalf of the members if the corporation has approved of the said change and the accounting officer so certifies in writing; or
(b)the name or address of the duly appointed accounting officer in which case the accounting officer may sign such statement on behalf of the members, and the said change shall take effect upon the date mentioned in the statement.

 

(2A)If a founding statement is altered or something is added thereto by an order of court subsection (1) in relation to the lodging of an amended founding statement therein referred to, shall apply with the necessary changes in respect of such founding statement.

 

(2B)Upon registration of any amended founding statement in accordance with the requirements of subsection (1), (2) or (2A), the Registrar shall issue a certificate to the effect that the amended founding statement has been registered.

 

(3)
(a)If a corporation fails to lodge an amended founding statement in terms of and in accordance with the provisions of subsection (1), (2) or (2A), as the case may be, the Registrar may on his own initiative or on application by any member or creditor of the corporation serve on the members of the corporation in accordance with section 25(2)(a) a reminder by registered post to make good the default within 28 days of the date of the reminder.
(b)If the members concerned fail to comply with any such reminder, the Registrar may direct those members by written notice, so served on the members by registered post, to make good the default within 28 days of the date of the notice.
(c)If the members concerned fail to comply with any such direction, the Registrar may by further written notice so served on the members by registered post, impose on the members, or any of them, a penalty not exceeding five rand per day from the date upon which the reminder referred to in paragraph (a) was sent.
(d)When the Registrar has served a notice referred to in paragraph (c) on the members, he may not less than 21 days after the date of that notice forward a certified copy thereof to the clerk of the magistrate's court in whose area of jurisdiction the registered office of the corporation is situated, who shall record it, and thereupon such notice shall have the effect of a civil judgment of that magistrate's court against every such member for the amount of the penalty in question.
(e)On application by one or more of the members concerned the court in question may reduce or rescind the penalty, or exempt any one or some of the members from the effect of the notice.