• Companies Act, 1973, (Act No. 61 of 1973)
  • Companies Act, 1973, (Act No. 61 of 1973)
  • 1. Definitions
  • I :  Application of Act
    • 2. General application of Act and preservation of rights of existing companies
    • 3. Restricted application of Act in case of banking and insurance companies and certai
    • 4. Transitional provisions as to unlimited companies and partly paid-up shares
  • II : Administration of Act
    • 5. Companies Registration Office and register
    • 6. Seal of the Companies Registration Office
    • 7. The Registrar of Companies, his appointment and delegation of power
    • 8. Exemptions from liability
    • 9. Inspection and copies of documents in Companies Registration Office and by foreign
    • 10. Manner of payment of fees to Companies Registration Office
    • 11. Annual report by Registrar
    • 12. Jurisdiction of Court under this Act and review of decisions of Registrar.
    • 13. Security for costs in legal proceedings by companies and bodies corporate
    • 14. Copies of Court orders to be transmitted to Registrar and Master
    • 15. Regulations and policy
    • 15A. Prohibition of disclosure of, and exemption from obligation to disclose, certain
    • 16. Regulations and proclamations to remain in force
    • 17. Notices
    • 17A. Delegation
  • III : Types and forms of Companies
    • 18. Standing Advisory Committee
    • 19. Types of companies
    • 20. Meaning of "private company" and cessation of its privileges
    • 21. Incorporation of associations not for gain
    • 21A. Incorporation of certain branches of foreign companies and associations not for g
    • 22. Conversion of a public company, having a share capital into a private company, and
    • 23. Conversion of a company into an incorporated association not for gain, or into a c
    • 24. Conversion of a company limited by guarantee into a company having a share capital
    • 25. Conversion of unlimited company
    • 26. Notice of intended conversion of company
    • 27. Contents and form of articles on conversion
    • 28. Amendment of certificate of incorporation of converted company and when conversion
    • 29. Effect of conversion and alteration of other registers
    • 29A. Meaning of "close corporation"
    • 29B. Cancellation of registration of memorandum and articles by Registrar upon convers
    • 29C. Conversion of close corporation into company
    • 29D. Effect of conversion of close corporation into company
    • 30. Prohibition of associations or partnerships exceeding twenty members, and exemptio
    • 31. Unregistered associations carrying on business for gain not to be corporate bodies
  • IV : Formation, Objects, Capacity, Powers, Names, Registration and Incorporation of Compani
    • 32. Mode of forming company
    • 33. Capacity, main object and ancillary objects of company
    • 34. Powers of company
    • 35. Power as to pre-incorporation contracts
    • 36. Acts ultra vires the company not void
    • 37. Loans made and security provided by a subsidiary
    • 38. No financial assistance to purchase shares of company or holding company
    • 39. Company not to be a member of its holding company
    • 40. No division into interests, rights to profits or shares in guarantee companies
    • 41. Names of companies not to be undesirable
    • 42. Reservation of name
    • 43. Registration of translation and shortened form of name or defensive name
    • 44. Change of name and effect thereof
    • 45. Order to change name
    • 46. Provisions as to order to change name
    • 47. Registrar may call for affidavits and shall give reasons for decisions as to names
    • 48. Recourse to Court in matters as to names
    • 49. Formal requirements as to names of companies
    • 50. Use and publication of name by company
    • 51. Improper use of word "Limited" or "Incorporated" an offence
    • 52. Requirements for memorandum of Association
    • 53. Memorandum may contain special conditions and may provide for unlimited liability
    • 54. Form and signing of memorandum
    • 55. Alteration of memorandum to objects and powers
    • 56. Alteration of memorandum as to special conditions and other provisions
    • 57. Substitution of memorandum in other languages
    • 58. Lodgment of altered memorandum
    • 59. Companies to have articles of association
    • 60. Contents and form of articles of association
    • 61. Consolidation of articles
    • 62. Alteration of articles
    • 63. Registration of memorandum and articles
    • 64. Certificate of incorporation and its value as evidence
    • 65. Effect of incorporation on company and members
    • 66. Members may become liable where membership reduced below minimum
    • 67. Members' rights to copies of memorandum and articles
    • 68. Issued copies of memorandum or articles to embody alterations
    • 69. Contracts by companies
    • 70. Promissory notes and bills of exchange
    • 71. Service of documents upon companies
    • 72. Arbitration between companies and others
    • 73. Cancellation of registration of memorandum and articles
    • 73A. (Repealed) Designation of certain states for particular purposes
    • 73B. (Repealed) Effect of certain agreements entered into with designated states
    • 73C. (Repealed) Deregistration of companies registered in designated state
    • 73D. (Repealed) Savings
  • V : Share capital, Acquisition by Companies of own Shares, Shares, Allotment and Issue of S
    • 74. Share capital may be divided into par value shares or may be constituted by shares
    • 75. Company may alter share capital and shares
    • 76. Premiums received on issue of shares to be share capital, and limitation on applic
    • 77. Proceeds of issue of shares of no par value to be stated capital
    • 78. Effect of conversion of par value share capital into no par value share capital an
    • 79. Payment of interest out of capital in certain cases
    • 80. Restriction of power to pay commission and discounts, return to Registrar
    • 81. Issue of shares of par value at a discount
    • 82. Issue price of shares of no par value requiring special resolution
    • 83. (Repealed) Reduction of capital by special resolution
    • 84. (Repealed) Reduction of capital confirmed by Court
    • 85. Company may under certain circumstances acquire shares issued by it
    • 86. Liability of directors and shareholders under certain circumstances
    • 87. Procedure of acquisition of certain shares by company
    • 88. Enforceability of contracts for acquisition by company of certain shares
    • 89. Subsidiaries may acquire certain shares in holding company
    • 90. Payments to Shareholders
    • 91. Nature of shares
    • 91A. Uncertificated Securities
    • 92. Shares not to be allotted or issued unless fully paid-up
    • 93. Register and return as to allotments
    • 94. Certificate of shares or stock
    • 95. Numbering of shares and share certificates
    • 96. Limitation of time for issue of share certificates
    • 97. Validation of irregular creation, allotment or issue of shares
    • 98. Redeemable preference shares
    • 99. Conversion of shares into certain preference shares
    • 100. Conversion of shares into stock
    • 101. Share warrants to bearer
    • 102. Variation of rights in respect of shares
    • 103. Who are members of a company
    • 104. Trusts in respect of shares
    • 105. Register of members
    • 106. Index to register of members
    • 107. Branch registers in foreign countries
    • 108. Provisions as to branch register
    • 109. Register of members to be evidence
    • 110. Where register of members to be kept
    • 111. Disposal of closed accounts in register
    • 112. Offences in respect of register of members
    • 113. Inspection of register of members
    • 114. Power to close register of members
    • 115. Rectification of register of members
    • 116. Creation and issue of debentures
    • 117. Security for debentures
    • 118. Bonds to be registered in deeds registry, copies of documents to be annexed to bo
    • 119. Debenture itself may be registered
    • 120. Issue of debentures at different dates add ranking of preference
    • 121. Rights of debenture-holders
    • 122. Director or officer not to be trustee for debenture-holders
    • 123. Liability of trustee for debenture-holders
    • 124. Power to re-issue redeemed debentures in certain cases
    • 125. Debenture to be described as secured or unsecured
    • 126. Form of debentures or debenture certificates
    • 127. Register of pledges, cessions and bonds
    • 128. Register of debenture-holders
    • 129. Registers may be kept where made up
    • 130. Inspection of registers and copies and extracts
    • 131. Default in keeping of registers
    • 132. Forgery, impersonation and unlawful engravings
    • 133. Registration of transfer of shares or interests
    • 134. Definitions for purpose or transfer or listed shares or interests
    • 135. Manner in which securities may be transferred
    • 136. Certification by company that security has been lodged for transfer
    • 137. Duty of company with reference to person under contractual disability
    • 138. Warranty and indemnity by persons lodging documents of transfer
    • 139. Notice of refusal to register transfer
    • 140. Limitation of time for issue of certificates on transfer
    • 140A. Disclosure of beneficial interest in securities
    • 141. No offer of shares for sale to public without statement
  • VI : Offering of Shares and Prospectus
    • 142. Definitions
    • 143. Restrictions as to offers to the public
    • 144. Offers not being offers to the public
    • 144A. Employee Share Scheme
    • 145. No offer for subscription to public without prospectus
    • 145A. Approval by stock exchange a requirement for letters of allocation
    • 146. No offer for sale to the public without prospectus
    • 146A. Rights offers
    • 147. Application form for shares to be attached to prospectus
    • 148. Matters to be stated in prospectus
    • 148A. Permission to omit information
    • 149. Statement on face of issued prospectus
    • 150. Consent of person named as director
    • 151. Consent by experts and others
    • 152. Contracts and translations thereof to be attached to prospectus
    • 153. Where the issue is underwritten
    • 154. Signing, date and date of issue, of prospectus
    • 155. Registration of prospectus
    • 156. Time limit for issue of prospectus
    • 157. Advertisement as to prospectus
    • 158. Waiver of requirements of this void
    • 159. Variation of contract mentioned in prospectus
    • 160. Liability for untrue statements in prospectus
    • 161. Liability of experts and others
    • 162. Offences in respect of untrue statements in prospectus
    • 163. No diminution of liability under any other law or the common law
    • 164. Time limit as to allotment or acceptance
    • 165. No allotment unless minimum subscription received
    • 166. No allotment or acceptance if application form not attached to prospectus
    • 167. Voidable allotment where section 164, 165 or 166 contravened
    • 168. Minimum interval before allotment or acceptance
    • 169. Conditional allotment if prospectus states shares to be listed by stock exchange
  • VII : Administration of Companies
    • 170. Postal address and registered office of company
    • 171. Names of directors to be stated on trade catalogues, trade circulars and business
    • 172. Certificate to commence business
    • 173. Annual return
    • 174. Repealed
    • 175. Repealed
    • 176. Enforcement of duty of company to make returns to Registrar
    • 177. Extension of time
    • 178. Additional fees in respect of late lodgement of returns and other documents
    • 179. Annual general meeting
    • 180. General meetings
    • 181. Calling of general meetings on requisition by members
    • 182. Convening of general meetings by Registrar
    • 183. General meetings on order of Court
    • 184. Meetings of company with one member
    • 185. Duty of company to circulate notice of resolutions and statements by members
    • 186. Notice of meetings and resolutions
    • 187. Manner of giving notice
    • 188. Representation of company or other body corporate at meetings of companies and me
    • 189. Representation of members at meetings by proxies
    • 190. Quorum for meetings
    • 191. Chairman of meetings
    • 192. Compulsory adjournment of meetings
    • 193. Voting rights of shareholders
    • 194. Voting rights of preference shareholders
    • 195. Determination of voting rights
    • 196. Exceptions as regards voting rights in existing companies
    • 197. Exercise of voting rights
    • 198. Right to demand a poll
    • 199. Requirements for special resolutions
    • 200. Registration of special resolutions
    • 201. Special resolutions for altering memorandum or articles and matters in pursuance
    • 202. Special resolution to lapse unless registered
    • 203. Dates on which resolutions take effect
    • 204. Keeping of minutes of meetings of companies
    • 205. Validity of proceedings
    • 206. Right of members to inspect minute books
    • 207. Publication of reports of meetings
  • VIII : Directors
    • 208. Number of directors
    • 209. Determination of number of directors and appointment of first directors
    • 210. Appointment of directors to be voted on individually
    • 211. Consent to act as director or officer
    • 212. Filling of vacancy where director disqualified or removed
    • 213. Qualification shares of directors
    • 214. Defect in appointment of director and validity of acts
    • 215. Register of directors and officers
    • 216. Duties of directors and others and of company in respect of register
    • 217. Repealed
    • 218. Disqualifications of directors and others
    • 219. Disqualification of directors, officers and others by the Court
    • 220. Removal of directors and procedures in regard thereto
    • 221. Restriction of power of directors to issue share capital
    • 222. Restriction on issue of shares and debentures to directors
    • 223. Share option plans where director interested
    • 224. Repealed
    • 225. Prohibition of tax free payments to directors
    • 226. Prohibition of loans to, or security in connection with transactions by, director
    • 227. Payments to directors for loss of office or in connection with arrangements and t
    • 228. Disposal of undertaking or greater part of assets of company
    • 229. Repealed
    • 230. Repealed
    • 231. Repealed
    • 232. Repealed
    • 233. Repealed
    • 234. Duty of director or officer to disclose interest in contracts
    • 235. Manner of and time for declaration of interest
    • 236. Written resolution where director interested
    • 237. Disclosure by interested director or officer acting for company
    • 238. When particulars of interest to be stated in notice of meeting
    • 239. Minuting of declarations of interest
    • 240. Register of interests in contracts of directors and officers and inspection there
    • 241. Duty of auditor as to register of interests in contracts
    • 242. Keeping of minutes of directors' and managers' meetings
    • 243. Validity of proceedings at meetings of directors or managers
    • 244. When resolution at adjourned directors' or managers' meeting effective
    • 245. Directors' and managers' meetings: attendance register
    • 246. Duty of auditor as to minute books and attendance register
    • 247. Exemption from or indemnity against liability of directors, officers or auditors
    • 248. Relief of directors and others by Court in certain cases
    • 249. False statements and evidence
    • 250. Falsification of books and records
    • 251. False statement by directors and others
  • IX : Remedies of Members
    • 252. Member's remedy in case of oppressive or unfairly prejudicial conduct
    • 253. Power of Registrar to call for information concerning shares and members
    • 254. Appointment and powers of inspectors to investigate financial interest in and con
    • 255. Power to require information as to persons interested in shares or debentures
    • 256. Power to impose restrictions on shares or debentures
    • 257. Inspection of company's affairs on application of members
    • 258. Investigation of company's affairs in other cases
    • 259. Power of inspector to conduct investigation into affairs of related companies
    • 260. Production of documents and evidence on investigation
    • 261. Inspector's report
    • 261A. Preservation of secrecy
    • 262. Proceedings on inspector's report
    • 263. Expenses of and incidental to investigation of company's affairs
    • 264. Saving in respect of attorneys and bankers
    • 265. Report of inspectors to be evidence
    • 266. Initiation of proceedings on behalf of company by a member
    • 267. Powers of curator ad litem
    • 268. Security for costs by applicant for appointment of curator ad litem
  • IXA : Secretary for Public Companies
    • 268A. Mandatory Appointment of Secretary
    • 268B. First Appointment of Secretary
    • 268C. Filling of Casual Vacancy of Secretary
    • 268D. Body Corporate or Partnership may be Appointed Secretary
    • 268E. Consent to act as Secretary, entries in Register of Directors and Officers and L
    • 268F. Disqualification for Appointment as Secretary
    • 268G. Duties of Secretary
    • 268H. Name of Secretary to be stated on Trade Catalogues, Trade Circulars and Business
    • 268I. Notice to be given of Resignation or Removal of Secretary
  • X : Auditors
    • 269. First appointment of auditor of company
    • 269A. Audit committees for public interest companies
    • 269B. Minister's powers in respect of audit committees
    • 270. Annual appointment of auditor
    • 270A. Functions and funding of audit committees
    • 271. Where meeting fails to appoint auditor, and notice to Registrar
    • 272. Minister may appoint joint auditor
    • 273. Filling of casual vacancies
    • 274. Appointment of firm as auditor
    • 274A. Rotation of auditors
    • 275. Disqualification for appointment as auditor
    • 275A. Certain non-audit services not open to current auditor of widely held company
    • 276. Notice by, and entries in register of directors and officers and lodging of retur
    • 277. Removal of auditor appointed by directors or Registrar, and filling of vacancy
    • 278. Removal of auditor and appointment of new auditor
    • 279. Special notice of removal for auditor
    • 280. Resignation of auditor
    • 281. Auditor's right of access to books and to be heard at general meetings
    • 282. Duties of auditor
    • 283. Remuneration of auditor
  • XI : Accounting and Disclosure
    • 284. Duty of company to keep accounting records
    • 285. Determination of financial year of company
    • 285A. General requirements for financial statements
    • 286. Duty to make out annual financial statements and to lay them before annual genera
    • 287. Offence to issue incomplete or non-compliant financial statements
    • 287A. False or misleading reports
    • 288. Obligation to lay group statements before annual general meeting
    • 289. (Repealed) Group annual financial statements
    • 290. Group financial statements for limited interest companies
    • 291. (Repealed) Where group annual financial statements need not deal with subsidiary
    • 292. Repealed
    • 293. Accounting periods of company and subsidiary to be the same
    • 294. (Repealed) Duty of auditor to report on decisions of directors on consolidated and group ann
    • 295. Annual financial statements to disclose loans to and security for benefit of dire
    • 296. Annual financial statements to disclose loans made to and security provided for b
    • 297. Annual financial statements to disclose directors' emoluments and pensions
    • 298. Approval and signing of financial statements
    • 299. Directors' report
    • 300. Auditor's duties as to annual financial statements and other matters
    • 300A. Attendance of Auditors
    • 301. Auditor's report
    • 302. Duty of company to send annual financial statements to members and Registrar
    • 303. Half-yearly interim reports
    • 304. Provisional annual financial statements
    • 305. Form and contents of interim report and provisional annual financial statements
    • 306. Copies of interim report and provisional annual financial statements to be lodged
    • 307. Registrar may grant exemptions and extensions of time
    • 308. Offences under sections 303 to 306, inclusive
    • 309. Right of members and others to copies of annual financial statements and interim
    • 310. Repealed
  • XII : Compromise, Amalgamation, Arrangement and Take-overs
    • 311. Compromise and arrangement between company, its members and creditors
    • 312. Information as to compromises and arrangements
    • 313. Provisions facilitating reconstruction or amalgamation
    • 314. Repealed
    • 315. Repealed
    • 316. Repealed
    • 317. Repealed
    • 318. Repealed
    • 319. Repealed
    • 320. Repealed
    • 321. Repealed
  • XIII : External Companies
    • 322. Registration of memorandum of external company
    • 323. Effect of registration of memorandum of external company
    • 324. Power of external company to own immovable property in Republic
    • 325. External company to have an auditor
    • 326. External company to have person authorized to accept service
    • 327. Register of directors and managers and secretaries, changes therein and power of
    • 328. Changes in memorandum of external company
    • 329. External company to keep accounting records and lodge annual financial statements
    • 330. Repealed
    • 331. Further administrative duties of external company
    • 332. Deregistration of external company
    • 333. Offences in respect of external companies
    • 334. Transfer of undertaking of external company and exemptions from transfer duty und
    • 335. Registration of external companies as companies in the Republic
    • 336. Application of this Chapter to foreign companies under repealed Act
  • XIV : Winding-up of Companies
    • 337. Definitions
    • 338. Application of repealed Act where winding-up has already commenced
    • 339. Law of insolvency to be applied mutatis mutandis
    • 340. Voidable and undue preferences
    • 341. Dispositions and share transfers after winding-up void
    • 342. Application of assets and costs of winding-up
    • 343. Modes of winding-up
    • 344. Circumstances in which company may be wound up by Court
    • 345. When company deemed unable to pay its debts
    • 346. Application for winding-up of company
    • 347. Power of Court in hearing application
    • 348. Commencement of winding-up by Court
    • 349. Circumstances under which company may be wound up voluntarily
    • 350. Members' voluntary winding-up and security
    • 351. Creditors' voluntary winding-up
    • 352. Commencement of voluntary winding-up
    • 353. Effect of voluntary winding-up on status of company and on directors
    • 354. Court may stay or set aside winding-up
    • 355. Notice to creditors or members in review by Court in winding-up, and no reopening
    • 356. Notice of winding-up of company
    • 357. Notice of winding-up to certain officials and their duties thereanent
    • 358. Stay of legal proceedings before winding-up order granted
    • 359. Legal proceedings suspended and attachments void
    • 360. Inspection of records of company being wound up
    • 361. Custody of or control over, and vesting of property of, company
    • 362. Court may order directors, officers and others to deliver property to liquidator
    • 363. Directors and others to submit statement of affairs
    • 363A. Change of address by directors and secretaries and certain former directors and
    • 364. Master to summon first meetings of creditors and members and purpose thereof
    • 365. Offences in securing nomination as liquidator and restriction on voting at meetin
    • 366. Claims and proof of claims
    • 367. Appointment of liquidator
    • 368. Appointment of provisional liquidator
    • 369. Determination of person to be appointed liquidator
    • 370. Master may decline to appoint nominated person as liquidator
    • 371. Remedy of aggrieved persons
    • 372. Persons disqualified from appointment as liquidator
    • 373. Persons disqualified by Court from being appointed or acting as liquidators
    • 374. Master may appoint co-liquidator at any time
    • 375. Appointment, commencement of office and validity of acts of liquidator
    • 376. Title of liquidator
    • 377. Filling of vacancies
    • 378. Leave of absence or resignation of liquidator
    • 379. Removal of liquidator by Master and by the Court
    • 380. Notice of removal of liquidator
    • 381. Control of Master over liquidators
    • 382. Plurality of liquidators, liability and disagreement
    • 383. Cost and reduction of security by liquidator
    • 384. Remuneration of liquidator
    • 385. Certificate of completion of duties by liquidator and cancellation of security
    • 386. General powers
    • 387. Exercise of liquidator's powers in winding-up by Court
    • 388. Court may determine questions in voluntary winding-up
    • 389. Exercise of power to make arrangement and the binding of dissentient creditors
    • 390. Exercise of power of liquidator in voluntary winding-up to accept shares for asse
    • 391. General duties
    • 392. Liquidator's duty to give information to Master
    • 393. Liquidator's duty to keep records and inspection thereof
    • 394. Banking accounts and investments
    • 395. Liquidator's duties as to contributories
    • 396. Notices to contributories and objections
    • 397. Recovery of contributions and nature of liability
    • 398. Adjustment of rights of contributories inter se
    • 399. Evidence as to contributions and contributories
    • 400. Liquidator's duty to expose offences and to report thereon
    • 401. Director of Public Prosecutions may make application to Court for disqualification ...
    • 402. Liquidator's duty to present report to creditors and contributories
    • 403. Liquidator's duty to file liquidation and distribution account
    • 404. Master may grant extension of time for lodging account
    • 405. Failure of liquidator to lodge account or to perform duties
    • 406. Places for and periods of inspection of account
    • 407. Objections to account
    • 408. Confirmation of account
    • 409. Distribution of estate
    • 410. Liquidator's duty as to receipts and unpaid dividends
    • 411. Payment of money deposited with Master
    • 412. Meetings of creditors and members and voting at meetings of creditors
    • 413. Meetings to ascertain wishes of creditors and others
    • 414. Duty of directors and officers to attend meetings
    • 415. Examination of directors and others at meetings
    • 416. Application of provisions of Insolvency Act, 1936
    • 417. Summoning and examination of persons as to affairs of company
    • 418. Examination by commissioners
    • 419. Dissolution of companies and other bodies corporate
    • 420. Court may declare dissolution void
    • 421. Registrar to keep a register of directors of dissolved companies
    • 422. Disposal of records of dissolved company
    • 423. Delinquent directors and others to restore property and to compensate the company
    • 424. Liability of directors and others for fraudulent conduct of business
    • 425. Application of criminal provisions of the law relating to insolvency
    • 426. Private prosecution of directors and others
  • XV : Judicial Management
    • 427. Circumstances in which company may be placed under judicial management
    • 428. Provisional judicial management order
    • 429. Custody of property and appointment of provisional judicial manager on the granti
    • 430. Duties of provisional judicial manager upon appointment
    • 431. Purpose of meetings convened under section 429(b)(ii)
    • 432. Return day of provisional order of judicial management and powers of the Court
    • 433. Duties of final judicial manager
    • 434. Application of assets during judicial management
    • 434A. Remuneration of provisional judicial manager or judicial manager
    • 435. Pre-judicial management creditors may consent to preference
    • 436. Voidable and undue preferences in judicial management
    • 437. Period of judicial management to be discounted in determining preference under mo
    • 438. Position of auditor in judicial management
    • 439. Application to judicial management of certain provisions of winding-up
    • 440. Cancellation of judicial management order
  • XVA : Regulation of Securities
    • 440A. Definitions
    • 440B. Establishment of panel
    • 440C. Functions of panel
    • 440D. Investigations by panel
    • 440E. Financing of panel
    • 440F. Prohibition of insider trading
    • 440G. Obligation to furnish certain information to panel
    • 440H. Operation of Chapter in relation to other laws
    • 440I Preservation of secrecy
    • 440J. Limitation of liability
    • 440K. Compulsory acquisition of securities of minority in affected transaction
    • 440L. Restriction in respect of affected transaction
    • 440M. Actions
    • 440N. Application of Maintenance and Promotion of Competition Act, 1979
  • XVB. Financial reporting standards
    • 440O. Definitions and preliminary
    • 440P. Establishment of Council
    • 440Q. Appointment and removal of Council members
    • 440R. Officers and meetings of Council
    • 440S. Functions of Council
    • 440T.Interested persons in respect of Council
    • 440U. Approval and publication of standards
    • 440V. Monitoring
    • 440W. Establishment of Panel
    • 440X. Appointment and removal of members of Panel
    • 440Y. Interested persons in respect of Panel
    • 440Z. Officers and meetings of Panel
    • 440AA. Investigation of non-compliance
    • 440BB. Powers of investigation committee
    • 440CC. Confidentiality
    • 440DD. Advisors
    • 440EE. Publication
    • 440FF. Offence and penalty
    • 440GG. Limitation of liability
    • 440HH. Annual reports
    • 440II. Administrative Support
    • 440JJ. Remuneration and reimbursements
  • XVI : Penalties for Offences
    • 441. Penalties for offences
  • XVII : Repeal of Laws and Commencement of Act
    • 442. Repeal of laws
    • 443. Short title and date of commencement
  • Schedules
    • Schedule 1
      • Table A - Articles for a Public Company having a Share Capital
      • Table B - Articles for a Private Company having a Share Capital
    • Schedule 2
      • Common Powers of Companies
    • Schedule 3
      • Matters which must be stated in a Prospectus in addition to those spec
      • Part I
      • Part II : Reports to be set out
      • Part III : Matters which must be stated in a Prospectus under Section 148(1)(b) of t
      • Part IV : Directions as to the form of a Prospectus
    • Schedule 4: Requirements for annual financial statements, interim reports and provisional a
      • Requirements for financial statements
      • Part I
        • A. General
        • B. Balance Sheet
        • C. Income Statement
        • D. Statement of Cash Flow Information
      • Part II
        • Group Annual Financial Statements
      • Part III
        • Directors' Report
      • Part IV
        • Interim Report and Provisional Annual Financial Statements
      • Part V
        • Repealed
    • Schedule 5
      • Repeal of Laws
• Regulations
  • Companies Administrative Regulations, 1973
    • Companies Administrative Regulations, 1973
    • 1. Interpretation
    • 1A. Electronic Services
    • 2. Documents
    • 2A. Notices under the Act
    • 3. Documents
    • 3A. Documents
    • 4. Certification of Documents and Translations
    • 4A. Checking of Documents
    • 5. Office Hours
    • 6. Interviews and Hearings
    • 7. Forms and Fees
    • 8. Manner of Payment of Fees [Section 10(1)]
    • 9. Manner of Payment of Fees [Section 10(1)]
    • 10. Inspection and Copies of Documents [Section 9]
    • 11. Inspection and Copies of Documents [Section 9]
    • 12. Inspection and Copies of Documents [Section 9]
    • 13. Inspection and Copies of Documents [Section 9]
    • 14. Preservation of Records (Repealed)
    • 15. Preservation of Records (Repealed)
    • 16. Preservation of Records
    • 17. Memorandum [Section 54(1)]
    • 18. Articles [Section 60(1)]
    • 19. Registration and Incorporation [Section 63(1)]
    • 20. Registration and Incorporation [Section 63(1)]
    • 21. Registration and Incorporation [Section 63(1)]
    • 22. Registration and Incorporation [Section 63(1)]
    • 22A. Registration and Incorporation [Section 63(1)]
    • 23. Registration of Translated Name and Shortened form of a Name or Translated N
    • 23A. Registration of Defensive Name [Section 43(2)]
    • 24. Change of Name [Section 44]
    • 25. Alteration of Share Capital, Acquisition by Companies of Own Shares and Paym
    • 25A. Alteration of Share Capital, Acquisition by Companies of Own Shares and Pay
    • 25B. Alteration of Share Capital, Acquisition by Companies of Own Shares and Pay
    • 26. Conversion of Company [Section 28 (1)]
    • 27. Certificate to Commence Business [Section 172(2) and (3)]
    • 27A. Registration of Offer Document [Section 144(c)(iii) and (iv)]
    • 27B. Registration of Supplement to Prospectus
    • 27C. Application to Omit Information in Prospectus
    • 28. Annual Return
    • 28A. Lodging of Additional Copy of Certain Prescribed Forms
    • 29. Minute Books [Sections 204(2) and 242(3)]
    • 30. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
    • 31. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
    • 32. Power to Acquire Shares of Minority in Take-Over Scheme [Section 321]
    • 33. Registration of External Companies [Section 322(1)]
    • 34. Standing Advisory Committee [Section 18]
    • 35. Consent to Act as Officer or Director [Section 211(1)(a)]
    • 35A. Consent to Act as Officer or Director [Section 211(1)(a)]
    • 36. Provisional Annual Financial Statements in Respect of Private Company [Secti
    • 36A. Provisional Annual Financial Statements in Respect of Private Company [Sect
    • 37. Repeal of Existing Regulations, Schedules to Repealed Act and Proclamation,
    • 38. Repeal of Existing Regulations, Schedules to Repealed Act and Proclamation,
  • Retention and Preservation of Company Records Regulations, 1983
    • Retention and Preservation of Company Records Regulations, 1983
    • 1. Definitions
    • 2. Preservation of Records
    • 4. Retention of Records
    • 5. Short Title
    • Schedules
      • Schedule 1 : Certificate of Authenticity by Director or Officer of Company
      • Schedule 2 : Retention Periods of company Records
  • Uncertificated Securities Regulations
    • Regulations Uncertificated Securities Regulations
    • 1. Definition
    • 2. Instruction to convert certificated securities into uncertificated securities
    • 3. Duties of company
    • 4. Legality of functions
    • 5. Title
  • Winding-Up and Judicial management of Companies Regulations
    • Winding-Up and Judicial management of Companies Regulations
    • 1. Definitions
    • 2. Attachment of Assets
    • 3. Statement of Affairs
    • 4. Examinations
    • 5. Meetings
    • 6. Applications by Liquidator to Court
    • 7. Claims Disputed by Liquidator
    • 8. Liquidation Account Objections
    • 9. Notices
    • 10. Costs and Charges
    • 11. Master's Fees
    • 12. Remuneration of Liquidators
    • 13. Prescribed Forms
    • 14. Repeal of Regulations
  • The Securities Regulation Code on Takeovers and Mergers
    • Explanatory Notes
      • 1. The Code
      • 2. The Securities Regulation Panel
    • A. Introduction
      • 1. The Status of the Introduction, The Definitions and General Prin
      • 2. The Code in Practice
      • 3. Companies to which the Code applies
      • 4. Practice Notes
    • B. Definitions
      • 1. Under Section 440A(1) of the Act
      • 2. Section 440A(2) of the Act
      • 3. Additional Definitions
      • 4. Calculation of Time
      • 5. Implementation of Definitions of "Control" and "Specified Percent
    • C. General Principles
      • 1. Introduction
      • 2. General Principles
    • D. The Approach, Announcements and Independent Advice
      • Rule 1. The Approach
      • Rule 2. Secrecy Before Announcements: The Timing and Contents of Ann
      • Rule 3. Appropriate External Advice
    • E. Dealings and Restrictions on the Acquisition of Securities and Rights over Secur
      • Rule 4. Prohibited Dealings before and during the Offer by the Offer
      • Rule 5. Acquisitions Resulting in an Obligation to Offer a Minimum L
      • Rule 6. Consequences of Certain Dealings
      • Rule 7. Public Disclosure of Dealings during the Offer Period
    • F. The Offer and its Terms
      • Rule 8
    • G. Nature of Consideration to be Offered
      • Rule 9
        • H. Provisions Applicable to all Offers
          • Rule 11. Where there is more than one class of securities
          • Rule 12. Appropriate Offer for Convertible or other Relevant Securit
          • Rule 13. Special Deals with Favourable Conditions
          • Rule 14. Announcement of Acceptance Levels
          • Rule 15. The Use of Proxies and other Authorities in Relation to Acc
      • Rule 10. Subjective Conditions
    • I. Conduct during the Offer
      • Rule 16. Supply of Information
      • Rule 17. Management Buy-Outs
      • Rule 18. Statements by Parties during the Course of an Offer
      • Rule 19. Restrictions on Frustrating Action
    • J. Documents from the Offeror and the Offeree Board
      • Rule 20. General Obligations and Responsibilities
      • Rule 21. Offeror Documents
      • Rule 22. Offeree Board Circulars
      • Rule 23. Documents to be available for Inspection
      • Rule 24. Documents subsequently sent to Holders of Relevant Securiti
    • K. Profit Forecasts
      • Rule 25
    • L. Asset Valuations
      • Rule 26
    • M. Timing And Revision
      • Rule 27. Posting the Offer Document and the Offeree Board Circular
      • Rule 28. Timing of the Offer
      • Rule 29. Offers Implemented by Schemes of Arrangement or Other Metho
      • Rule 30. Revision
      • Rule 31. Alternative Offers
    • N. Restrictions following Offers
      • Rule 32
    • O. Redemption or Reduction by a Company of its own Securities
      • Rule 33. Redemption or Reduction of Securities by the Offeror/Offere
    • P. Power of Panel to Grant Exemption from any Requirement
      • Rule 34. Panel's General Discretion
    • Q. Co-Operation with Bodies in other Countries
      • Rule 35. Co-Operation with Similar Bodies
    • R. When Code comes into Operation
      • Rule 36. Date of Coming into Operation
    • Rules under Sections 440C(4)(a), (b), (c) and (f) of Act No. 61 of 1973, as amended
      • Rule 1. Administration of the Panel
      • Rule 2. Financing of the Panel
      • Rule 3. The Remuneration and Allowances of The Executive Director and the Condi
      • Rule 4. The Remuneration and Allowances of Members of The Panel
      • Rule 5. The Remuneration and Allowances of Officers and Employees of the Panel
      • Rule 6. Dissolution of The Panel
    • Securities Regulation Panel Schedule of Fees and Charges
      • Securities Regulation Panel Schedule of Fees and Charges
• Notices
  • Notice No. 409 of 2005: Department of Trade and Industry : Securities Regulation Panel
  • Notice No. 1061 of 2005
  • Notice No. 1762 South African Companies and Close Corporation Regulatory Office
    • Notice No. 1762 South African Companies and Close Corporation Regulatory Office
    • 1. Introduction: Year 2000 compliance
    • 2. New Numbers
    • 3. Companies incorporated prior to 1951 and certain companies incorporated during
    • 4. Enterprises incorporated from 1951 to the end of 1999 (excluding certain compa
    • 5. Future use of registration numbers
  • Notice No. 3076 of 2000 Representation of the relevant interests in the regulation of secur
    • Notice No. 3076 of 2000 Representation of the relevant interests in the regulatio
    • Notice 263 of 2006 : Notice in terms of Section 440C(4)(a) of the Companies Act
  • Notice No. 339 of 2009
    • Notice 339 of 2009
  • Notice No. 192 of 2010
    • Notice 192 of 2010 - Securities Regulation Panel
  • Notice No. 1171 of 2010
    • Securities Regulation Panel