Companies Act, 2008 (Act No. 71 of 2008)Chapter 1 : Interpretation, Purpose and ApplicationPart B : Purpose and application10. Modified application with respect to non-profit companies |
| (1) | Every provision of this Act applies to a non-profit company, subject to the provisions, limitations, alterations or extensions set out in this section, and in Schedule 1. |
| (2) | The following provisions of this Act, and any regulations made in respect of any such provisions, do not apply to a non-profit company: |
| (a) | Part D of Chapter 2 —Capitalisation of profit companies. |
| (b) | Part E of Chapter 2 —Securities registration and transfer. |
| (c) | Section 66(8) and (9) and section 68 – Remuneration and election of directors. |
| (d) | Parts B and D of Chapter 3—Company secretaries, and audit committees, except to the extent that an obligation to appoint a company secretary, auditor or audit committee arises in terms of- |
| (i) | a requirement in the company’s Memorandum of Incorporation, as contemplated in section 34(2); or |
| (ii) | regulations contemplated in section 30(7). |
| (e) | Chapter 4 —Public offerings of company securities. |
| (f) | Chapter 5 —Takeovers, offers and fundamental transactions, except to the extent contemplated in item 2 of Schedule 1. |
| (g) | Sections 146(d), and 152(3)(c) —Rights of shareholders to approve a business rescue plan, except to the extent that the non-profit company is itself a shareholder of a profit company that is engaged in business rescue proceedings. |
| (h) | Section 164 —Dissenting shareholders’ appraisal rights, except to the extent that the non-profit company is itself a shareholder of a profit company. |
| (3) | Sections 58 to 65, read with the changes required by the context— |
| (a) | apply to a non-profit company only if the company has voting members; and |
| (b) | when applied to a non-profit company, are subject to the provisions of item 4 of Schedule 1. |
| (4) | With respect to a non-profit company that has voting members, a reference in this Act to "a shareholder", "the holders of a company’s securities", "holders of issued securities of that company" or "a holder of voting rights entitled to be voted" is a reference to the voting members of the non-profit company. |