Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Companies Regulations, 2011

Chapter 4 : Offerings of Company Securities

Part C : Items required to be included in a Prospectus

57. Name, address and incorporation

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(1)Section 1, Paragraph 1 of every prospectus must set out the following information with respect to the company whose securities are being offered:
(a)The name of the company, and its registration number;
(b)The address of the company's registered office, and
(i)the address of the company's primary place of carrying on business in the Republic, if different from its registered office; and
(ii)the address of the office of its transfer agent, if any; and
(c)The date of incorporation of the company.

 

(2)If the company is a foreign company, in addition to the information required by sub-regulation (1), Section 1, Paragraph 1 of a prospectus must also set out—
(a)the name of the foreign jurisdiction in which it was incorporated; and
(b)the date—
(i)and registration number of the company's registration within the Republic as an external company in terms of section 23, if it carries on business within the Republic; or
(ii)on which the foreign company filed its Memorandum of Incorporation and list of directors, in terms of section 99 (1)(b).

 

(3)In addition to the requirements set out in sub-regulation (1), and (2) if applicable, in any prospectus contemplated in regulation 56, if the company whose securities are being offered is—
(a)a subsidiary, the first paragraph of section 1 of the prospectus must also include—
(i)the name of its holding company; and
(ii)the address of the registered office of its holding company; or
(b)a holding company, the first paragraph of section 1 of the prospectus must also include, the name, date and place of incorporation of each of its subsidiaries.