Companies Act, 1973 (Act No. 61 of 1973)Chapter V: Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of Shares, Members and Register of Members, Debentures, Transfers, and Restrictions on Offering Shares for SaleShare capital75. Company may alter share capital and shares |
| 1) | Subject to the provisions of sections 56 and 102 a company having a share capital, if so authorised by its articles, may by special resolution- |
| a) | increase its share capital by new shares of such amount, or increase the number of its shares having no par value, as it thinks expedient; |
| b) | increase its share capital constituted by shares of no par value by transferring reserves or profits to the stated capital, with or without a distribution of shares; |
| c) | consolidate and divide all or any part of its share capital into shares of larger amount than its existing shares or consolidate and reduce the number of the issued no par value shares; |
| d) | increase the number of its issued no par value shares without an increase of its stated capital; |
| e) | subdivide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum; |
| f) | convert all of its ordinary or preference share capital consisting of shares having a par value into stated capital constituted by shares of no par value, subject to the provisions of this Act: Provided that an existing company may not so convert any share capital which is not fully paid up; |
| g) | convert its stated capital constituted either by ordinary or preference shares of no par value into share capital consisting of shares having a par value, subject to the provisions of this Act; |
| h) | cancel shares which at the time of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person and diminish the amount of its authorised share capital by the amount of the shares so cancelled or may cancel shares of no par value which have not so been taken or agreed to be taken; |
| i) | convert any of its shares, whether issued or not, into shares of another class. |
| 2) | A cancellation of shares under subsection (1)(h) shall not be deemed to be a reduction of capital within the meaning of this Act. |
| 3) | Where under subsection (1) a company- |
| a) | Increases its share capital by shares of a fixed amount, it shall pay to the Registrar an amount of five rand for each one thousand rand, or part thereof by which the share capital is increased; |
| b) | increases the number of its shares of no par value, it shall- |
| i) | lodge with the Registrar, in the prescribed manner, a certificate given by the auditor of the company showing the value of each issued share arrived at by dividing the number of issued shares into the stated capital; and |
| ii) | pay to the Registrar an amount of five rand for each thousand rand or part thereof calculated by multiplying the number by which the number of the shares has been increased by the value of each share as certified under subparagraph (i). |
| 4) | If, in the case of a company which has converted its share capital under subsection (1) (f) and at any time thereafter passed a special resolution to convert its stated capital as contemplated in subsection (1) (g), shares which at the time of the passing of that special resolution have not been taken or agreed to be taken by any person-- |
| a) | are converted as so contemplated, subsection (3) (a) shall apply mutatis mutandis in respect of any amount by which the share capital of the company is increased, which amount shall be the amount by which the nominal share capital after the conversion under subsection (1) (g) exceeds the nominal share capital before the conversion under subsection (1) (f); |
| b) | are not converted as so contemplated, those shares shall be cancelled mutatis mutandis in accordance with subsection (1) (h). |