Close Corporations Act, 1984 (Act No. 69 of 1984) 1. Definitions

 

 

"accounting records"

in relation to a corporation, includes accounts, deeds, writings and such other documents as may be prescribed;

 

"association agreement"

in relation to any corporation or the members thereof, means an association agreement which has been entered into in terms of section 44 by the members of the corporation, including any such agreement which has been altered or added to as contemplated in subsection (3) of section 49, or an agreement which has replaced it as contemplated in that subsection;

 

"Commission"

means the Companies and Intellectual Property Commission, established by section 185 of the Companies Act;

[Definition inserted  by section 224, item 1(a) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"Companies Act"

means the Companies Act, 2008;

[Definition substituted by section 224, item 1(b) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"company"

has the meaning set out in section 1 of the Companies Act;

[Definition substituted by section 224, item 1(c) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"corporation"

means a close corporation referred to in section 2(1) which has been registered under Part III of this Act;

 

"Court"

in relation to—

 

"deregistration"

in relation to a corporation. means the cancellation of the registration of the corporation's founding statement; and "deregister" has a corresponding meaning;

 

"director"

in relation to a company, has the meaning set out in section 1 of the Companies Act.

[Definition substituted by section 224, item 1(d) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"electronic"

includes created, recorded, transmitted or stored in digital or other intangible form of electronic, optical or similar means;

 

"founding statement"

in relation to a corporation, means the founding statement of the corporation referred to in section 12 which has been registered in terms of section 13, and also any amended founding statement in respect of that corporation registered in terms of section 15(1) or (2);

 

"holding company"

in relation to a company, has the meaning set out in section 1 of the Companies Act;

[Definition substituted by section 224, item 1(e) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"Master"

means the Master of the Supreme Court, and in relation to—

 

"member"

in relation to a corporation, means a person qualified for membership of a corporation in terms of section 29 and designated as a member in a founding statement of the corporation, including, subject to the provisions of this Act, a trustee, administrator, executor or curator, or other legal representative, referred to in paragraph (c) of subsection (2) of section 29, in respect of any such person who is insolvent, deceased, mentally disordered or otherwise incapable or incompetent to manage his affairs but excluding any such person who has in terms of this Act ceased to be a member;

 

"member's interest"

or "interest", in relation to a member of a corporation, means the interest of the member in the corporation expressed in accordance with section 12(e) as a percentage in the founding statement of the corporation;

 

"Minister"

in relation to any matter to be dealt with in the office of a Master in connection with the winding-up of a corporation, means the Minister of Justice and, in relation to any other matter, means the Minister of Trade and Industry;

 

"name"

in relation to a corporation, means the full registered name of that corporation, or a registered literal translation of that name into any other official language of the Republic, or a registered shortened form of that name or any such translation thereof, referred to in section 12(a);

 

"officer"

in relation to—

[Definition, paragraph (b), substituted by section 224, item 1(f) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"prescribe"

means prescribe by regulation; and "prescribed" has a corresponding meaning.

 

"Registrar"

means the Commissioner, appointed in terms of section 189 of the Companies Act;

[Definition substituted by section 224, item 1(g) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"registration"

in relation to—

 

"Registration Office"

means the office of the Commission;

[Definition substituted by section 224, item 1(h) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"regulation"

means any regulation made under this Act.

 

"signature"

includes an electronic signature and an advanced electronic signature as defined in section 1 of the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002);

 

"subsidiary"

in relation to a company, has the meaning determined in accordance with section 3 of the Companies Act;

[Definition substituted by section 224, item 1(i) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

"this Act"

includes the regulations, and any regulations made in terms of the Companies Act, to the extent that they apply to this Act.

[Definition substituted by section 224, item 1(j) of Schedule 3(A), of Notice No. 421 dated 9 April 2009]

 

and any word or expression derived therefrom, must be regarded as including all electronic methods of performing such acts.