| (1) | Subject to the provisions of this section, a registered fund may be terminated or dissolved, whether wholly or in part, in the circumstances (if any) specified for that purpose in its rules, and in the manner provided by those rules. In such an event, the assets of the fund, or, in the case of the partial termination of the fund, those assets of the fund attributable to the members connected to the participating employer whose withdrawal from the fund has caused its partial termination (as the case may be), shall, subject to the provisions of this section, be distributed in the manner provided by those rules. |
| (2) | A liquidator shall be appointed in the manner directed by the rules, or, if the rules do not contain directions as to such appointment, by the board, but such appointment shall be subject to the approval of the registrar, and the period of liquidation shall be deemed to commence as from the date of such approval. |
| (3) | During such liquidation the provisions of this Act shall continue to apply to such fund as if the liquidator were the board. |
| (a) | The liquidator shall as soon as may be possible, deposit for approval with the registrar the preliminary accounts prescribed, signed and certified as correct by the liquidator and showing the assets and liabilities of the fund as at the commencement of the liquidation as well as the manner in which it is proposed to realize the assets and to discharge the liabilities, including any liabilities and contingent liabilities to or in respect of members, or, in the case of the partial termination of the fund, the assets and liabilities of the attributable to the members connected to the participating employer whose withdrawal from the fund has caused its partial termination. |
| (b) | In discharging the liabilities and contingent liabilities to or in respect of members referred to in paragraph (a) full recognition shall be accorded to— |
| (i) | the rights and reasonable benefit expectations of the persons concerned; |
| (ii) | additional benefits the payment of which by the fund has become an established practice. |
| (iii) | the payment of minimum benefits referred to in section 14A. |
[Section 28(4) amended by section 37(a) and (b) of Act No. 45 of 2013]
| (5) | If deemed fit, the registrar may direct liquidator to furnish a report, drawn up by an independent valuator or other competent person nominated by the registrar on the preliminary accounts. |
| (6) | The preliminary accounts and report (if any) referred to in subsection (5) shall lie open for inspection by interested persons for a period of 30 days at the office of the registrar and at registered office of the fund, and where the registered office of the fund is not in the district in which the office of the registrar is situate, at the office of the magistrate of the district in which the registered office of the fund is situate. |
| (a) | The registrar shall direct the liquidator to publish a notice, at the cost of such a fund, in the Gazette and in a newspaper circulating in the district in which the registered office of the fund is situated and in which is stated the period during which and the places at which the preliminary accounts and report (if any) shall lie open for inspection by interested persons. |
| (b) | The notice shall call upon any interested persons who have any objection to the preliminary accounts and report (if any) to lodge their objections in writing with the registrar within the period stated in the notice, which period shall not be shorter than 14 days, calculated as from the last day on which those documents lie open for inspection. |
[Section 28(7) amended by section 37(c) of Act No. 45 of 2013]
| (7A) | If, in the case of a particular fund or a particular participating employer whose withdrawal from the fund has caused its partial termination, the registrar is satisfied on reasonable grounds that there exist special circumstances which justify exemption from the provisions of subsections (6) and (7) the registrar, having due regard to the rights of interested persons, may exempt the fund from all or any of the of those subsections if deemed expedient in the circumstances. Such an exemption shall be subject to the conditions determined from time to time by the registrar by notice in the Gazette. |
| (8) | If no objections are lodged with the registrar in terms of subsection (7), he shall direct the liquidator to complete the liquidation. |
| (9) | If objections are lodged with the registrar in terms of subsection the registrar may, after considering the said objections, direct the liquidator to amend the preliminary accounts or give such other directions relating to the liquidation as he thinks fit, provided such directions are not inconsistent with the rules of the fund or this section, and any such direction shall be binding upon the liquidator. |
| (10) | The liquidator shall, within fourteen days of the receipt by him of any direction of the registrar in terms of subsection post a copy thereof to every member, shareholder and creditor of the fund, and the liquidator or any person aggrieved by any such direction of the registrar may apply by motion to the court within twenty-eight days after such direction has been communicated to the liquidator, for an order to set aside the registrar's decision, and the court may confirm the said decision or make such order as it thinks fit. |
| (11) | If the registrar is satisfied that his directions, in so far as they have not been varied or set aside by the court, have been given effect to, he shall direct the liquidator to complete the liquidation. |
| (12) | Within 30 days after completion of the liquidation, the liquidator shall lodge with the registrar the final accounts prescribed signed and certified as correct by the liquidator and showing— |
| (a) | the assets and liabilities of the fund, as at the commencement of the liquidation, or, in the case of the partial termination of the fund, those assets and liabilities of the fund which, at the commencement of the liquidation, are attributable to the members connected to the participating employer whose withdrawal from the fund has caused its partial termination; and |
| (b) | the manner in which the assets have been realized and the liabilities (including any liabilities and contingent liabilities to or in respect of members) have been discharged. |
| (12A) | Notwithstanding any provision to the contrary in this section, the registrar, on good cause shown, may authorise the liquidator, subject to any conditions that the registrar may impose and prior to the submission of the final accounts and report (if any)— |
| (a) | to make payment of any amounts to the members and beneficiaries of a fund; or |
| (b) | where the liquidator is satisfied that benefits are and will remain unclaimed benefits, to transfer such benefits to an unclaimed benefit fund. |
[Section 28(12A) amended by section 37(d) of Act No. 45 of 2013]
| (13) | The provisions of the Companies Act shall apply with the necessary changes to the dissolution of a fund in terms of this section, in so far as the said provisions relate to a voluntary winding-up in terms of the said Act, and in so far as the said provisions are applicable and not inconsistent with any provisions of this Act. |
[Section 28(13) amended by section 37(e) of Act No. 45 of 2013]
| (14) | All claims against the fund shall be proved to the satisfaction of the liquidator, subject to a right of appeal to the court, and the liquidator may require any claim to be made on affidavit. |
| (15) | The registrar, if satisfied that the liquidator's accounts in respect of the fund are correct and that the liquidation has been completed, shall— |
| (a) | cancel the registration of the fund, in the case where the fund is wholly terminated, whereupon the fund shall be dissolved; or |
| (b) | in the case of the partial dissolution of the fund, only confirm the completion of the partial liquidation of the fund. |
| (16) | For the purposes of this section, "participating employer" means any employer who participates in the scheme or arrangement whereby a fund has been established. |
| (17) | The registrar may prescribe the circumstances under which a fund may be exempted from the provisions of this section and must prescribe the requirements to be complied with for such exemption to be granted. |
| (b) | The registrar may prescribe matters that must be provided for in the rules of a beneficiary regarding voluntary dissolution and the transfer of remaining assets on voluntary dissolution. |
