Professional and Technical Surveyors' Act, 1984 (Act No. 40 of 1984)27B. Carrying on of profession of professional surveyor or calling of surveyor by close corporation |
| (1) | Notwithstanding any provision of this Act to the contrary, a close corporation may perform the work of a professional surveyor or surveyor if the close corporation has been registered under the Close Corporation Act, 1984 (Act No. 69 of 1984), and its founding statement provides that— |
| (a) | all present and past members of the close corporation shall be liable jointly and severally with the close corporation for the debts and liabilities of the said close corporation contracted during the period of their membership of the close corporation concerned; |
| (b) | the principal business to be carried on by the close corporation shall be to perform the work of a professional surveyor or surveyor; |
| (c) | only natural persons who are registered professional surveyors or surveyors, or other natural persons approved by the council in writing, may be members of the close corporation; |
| (d) | every member shall be the beneficiary of the interest held by such member; |
| (e) | a member may not transfer any interest, or any rights or benefits attaching to such interest, to any person other than a person referred to in paragraph (c); |
| (f) | in the event of a member's death or of his ceasing to comply with a requirement of paragraph (c), his estate or he himself, as the case may be, may continue to hold his interest in the close corporation as from the relevant date for a period of six months or for such longer period as may be approved by the council, and that during such period any voting rights attaching to such interest may be exercised by any other member of the close corporation whom the first-mentioned member may have nominated in writing before his death or disqualification for the purposes of this subparagraph or, failing such nomination, by a member nominated by a majority of members of the close corporation. |
| (2) | The holder of an interest referred to in subsection (1)(e) may not participate in the decisions of the close corporation or directly or indirectly receive any remuneration as a result of such interest in the close corporation. |
| (3) | Subject to the provisions of the said Close Corporations Act, 1984, the name of a close corporation referred to in this section shall, unless the council in any particular case approves of any other name, consist solely of the name or names of any of the present or past members of the close corporation or of a person or persons who conducted, either for his or their own account or in partnership, any practice which may reasonably be regarded as a predecessor of the practice of the close corporation. |
| (4) | Any— |
| (a) | act performed, with or without a particular intent, by or on instructions or with permission, express or implied, given by a member or employee of a close corporation referred to in this section; and |
| (b) | omission, with or without a particular intent, of any act which ought to have been but was not performed by or on instructions given by a member or employee of a close corporation; in the exercise of his power or in the performance of his duties as such member or employee or in furthering or endeavouring to further the interests of that close corporation, and which would have constituted improper conduct if it had been performed or omitted by a professional surveyor or surveyor carrying on his profession or calling as a natural person in practice shall, for the purpose of this Act, be deemed to have been performed or omitted by every member or employee of such close corporation practising as a professional surveyor or surveyor, unless it is proved that such professional surveyor or surveyor did not take part in the performance of the act or the omission and that he could not have prevented it. |
| (5) | A close corporation referred to in this section which, otherwise than under an exemption granted in terms of this Act, entrusts work reserved under section 7 for professional and technical surveyors to any person, whether a member or employee of the close corporation or not, other than a professional or technical surveyor, shall be guilty of an offence and liable on conviction to a fine no exceeding R10000. |
| (6) | Any person who— |
| (a) | not being a nominee referred to in subsection (1) exercises any voting rights contemplated in that subsection during the period referred to therein; or |
| (b) | contravenes a provision of subsection(2), shall be guilty of an offence and liable on conviction to a fine not exceeding R1000. |
(7)
| (a) | The provisions of section 7(2) and (5) shall apply mutatis mutandis in respect of a close corporation referred to in this section. |
| (b) | The payment in accordance with the provisions of this Act by a close corporation referred to in this section on behalf of a professional or technical surveyor who carries on his profession as a member or employee of that close corporation, of any annual fee or levy, shall for the purposes of this Act be deemed to be a payment by such professional or technical surveyor. |
| (8) | The council may cancel the registration as a professional surveyor or surveyor of any member of a close corporation referred to in this section, if the close corporation is liquidated or placed under provisional or voluntary liquidation or judicial management. |