Companies Act, 1973 (Act No. 61 of 1973)Chapter VIII: DirectorsRestrictions on Directors, their Powers and Certain Acts228. Disposal of undertaking or greater part of assets of company |
| 1) | Notwithstanding anything contained in its memorandum or articles, the directors of a company shall not have the power, save by a special resolution of its members, to dispose of- |
| a) | the whole or the greater part of the undertaking of the company; or |
| b) | the whole or the greater part of the assets of the company. |
| 2) | If in relation to the consolidated financial statements of a holding company, a disposal by any of its subsidiaries would constitute a disposal by the holding company In terms of subsection (1)( a) or (b), such disposal requires a special resolution of the shareholders or the holding company. |
| 3) | A special resolution of a company shall not be effective in approving a disposal described in subsection (1) or (2) unless it authorises or ratifies in terms the specific transaction. |
| 4) | An undertaking or assets of a company, and the part to be disposed of, shall be calculated for purposes of subsections (1) and (2) according to the fair value of the undertaking or assets as described in financial reporting standards. |
| 5) | Subsections (1) to (4) shall not apply to a disposal between a wholly owned subsidiary and its holding company, or between two wholly owned subsidiaries of the same holding company. |