Rationalisation of Corporate Laws Act

1. In this Act, unless the context indicates otherwise- (i) "Close Corporations Act" means the Close Corporations Act, 1984 (Act No. 5 · · · ~·-: ~ 69 of 1984); (vi) '. .._ (ii): "Companies Act" means the Companies Act, 1973 (Act No.' 61 of 1973); (v) (iii)- "existing close corporation" means· any close corporation which iriunediately before the commencement of this Act was a close corporation in terms of the Close Corporations Act, 1988 (Act No. 33 of 1988), of the former Republic of 10 Venda or the Close Corporations Decree, 1993 (Decree No. 30 of 1993), of the former Republic of Ciskei; (i), . .. . . ·· (iv) ,"existing·· coq~pany;• means. any company· which: immediat~lY: before the commencement of this Act was a company or external company in terms of ariy law repealed by section 3; (iii) . ; , .. . . . . . , .. ... . . • , . (v) "existing defensive name" means any defensive name which immediately before the commencement of this Act was a defensive name registered in term~ of any law repealed by section 3; (ii) . , .. ... , ' · , (vi) "this Act" includes the regulations made under section 10. (iv) Application of laws

2. Subject to sections 7 and 8, the laws mentioned in Schedule 1 shall apply throughout the Republic. Repeal of laws 15 20

3. Subject to sections 7 and 8, tl:I<! laws mentioned in Schedule 2 arc hereby repealed. General application of Companies .. Act, and preservation of rights of existing 25 companies . 4. (1) Notwithstanding the repeal of the laws mentioned in Schedule 2 by section _3, . · any existing company shall continue to exist as a juristic person. · (2) The Companies Act shall apply to all existing companies and all existing defensive names. . . , . . . . 30 (3) Any reference in the Companies Act, whether express or implied, to the date of .. incorporation or registration of an existing company; shall be construed as a reference to . the' date on which such comp'll.ly was inc~rporated or ~egistered before the commence~ ,·,.. ment of this Act: : . · , . · , . , ~· .. , · .. . (4) Nothing contained in ·this Act or the Companies Act shall affect any right or 35 : privilege acquired or any liability or obligation incurred . by ' any existing company, ' whether by agreement or otherwise, before the commencement of this Act, or affect the validity of the memorandum of association and the articles of association of any such existing company in force, or deemed to be in force, at such commencement unless it is inconsistent with the Companies Act. 40 4 No. 17475 GOVERNMENT GAZETIE, 4 OCTOBER 1996 Act No. 45, 1996 RATIONAUSATION OF CORPORATE LAWS Acr, 1996 General application of Close Corporations . Act, and preservation of rights of ·· existing close corporations · · , 5. (1) Notwith~tanding the repeal ofthe laws mentioned in Schedule2by section 3, ~ny existing close cc:>rporation shall continue to exist as a juristic person. .. . .. : , . (2) The Close Corporations Act shall apply t9 all existing close corporations. .I . . (3) Any reference in the Close Corporations Act, whether expressor irriplied,io.the date of incorporation of ~m existing close corporation, shall be construed as a reference to the date on which such close corporation was incorporated before the commencement of this Act. . 5 (4) Nothing contained in this Act or the.Ciose Corporations Act shall affect any right 10 or privilege a~quired · or any. liability or obligation incurred by any existing close corporation, whether by agreement or otherwise, before the coinmencement of this Act, or affect the validity of the founding statement of any such existing close corporation in force, or deemed to be in force, at such commencement unless it is inconsistent with the Close Corporations Act. 15 Central register of companies and of close corporations ' . : . .' ' 6. (1) The Registrar of Companies, appointed in terms of the CompaniesAct, shall cause a single central register to be kept in respect of all existing companies and all companies incorporated, or deemed to be incorporated, in terms of the Companies Act. ' (2) The Registrar of Close Coq)orations, appointed in terms of the Close Corporations 20 Act, shall cause a single register to be kept in respect of an · existing close corporations and all close corporations incorporated in terms of the Close Corporations Act. . , . . ·. ! ~ . . . . . .. : . . . - r , :. • ... Saving . . ·~ · · · · ·' > · · • '

7.Any application made for the registration of any document in terms of the laws repealed by section 3 and any document lodged in terms of the said laws, before the 25 commencement of this Act,· shall be dealt with as· if this Act had not been passed. ~ . ' . ' · . ' . ... . Outstanding annual duty or fees ; I. • 8~ ·The repeal of the laws by section · 3· does no( affect the liability of any existing company for annual duty, or any fees, additional fees or other moneys, which became payable in terms of the said laws before the commencement of this Act, and for that 30 purpose the relevant laws shall be deemed to remain in force until the duty, fees, additional fees and other moneys owing have been recovered. · ·' '· · · · · · Close Corporations Decree, 1993, of cornier Republic of Ciskei

9. The Close Corporations Decree, 1993 (Decree No. 30 of 1993), of the former Republic of Ciskei, shall be deemed to have come into operation on 15 November 1993. 35 Regulations · 10; The Minister, by notice in the Gazerie, rriay make r~gulations regarding any ·matter arising from the repeal of the laws by section 3 or the application of the laws referred to in section 2 in those parts of the national territory in which they did not apply before the commencement of the Constitution, including but not limited to- . . ' ' . •. .' . . . . . 40 (a) the integration of the different r~gistration offices for'compariies and for close cori>orations foi: the puq)ose of establishing a single registration-office for . . companies and a single registration office for dose coq)orations; . ',·. •.·.· .. (b) ' the ~llocatimi . and phasing :in ; _of n~w: registration numbers for e~isting · · . companies and existing close corporations; · · · ' I ., · ,~.·· : ,'o . l: ' · · · · · · ·· · ' · " ' · · · ; ' r, · · :_:- ·; •.:, : ) ,, ; : · _, _! . ) •· • · • ; . , • · ,' · · · · · , 45 6 No. 17475 GOVERNMENT GAZETIE, 4 ocroBER 1996 Act No. 45, 1996 RATIONALISATION OF CORPORATE LAWS ACI', 1996 (c) the procedure to be followed for the changing of the name of any existing company or existing close corporation where undesirable duplications of names exist as a result of this Act; (d) . the cancellation of the registration of any existing company or existing close corporation which became redundant as a result of this Act; and . 5 (e) generally, any matter that is necessary or expedient to prescribe in order to achieve the objects of this Act. Short title I

11. This Act shali be called the Rationalisation of Corporate Laws Act, 19?~. : 8 No. 17475 GOVERNMENT GAZEITE, 4 OCTOBER 1996 Act No: 45, 1996 RATIONALISATION OF CORPORATE LAWS ACT, 1996 .;_, ' SCHEDULE t· · · ' ' .. ·. _,, ', ,' . Number and year of l~w ._ .. , . -. . ',; . '.• ' .,·· .Title '· ·'A.ct No: 27 of 1960 •'-'"' . ' . Act No. 61 of 1973:. Act No. 59 of 1980 .. . i )-_,. o ' , Business NamesAct, 1960' .,_ · ; . 'i, ., -,., Share Blocks Control Act, 1980 Companies Act, 1973 - _, ,. - ' Act No. 69 of 1984 ... -,, •. • ' ' ' Close Corporations Act, 1984 ,,, ' .. ' ; _._. .- .. ,, .. • . SCHEDULE2 ., . . . ~ '0 ',' ..... ... , ' . , .. , ' Number and year of law Short title

1. TRANSKEI Act No. 27 of 1960 Act No. 61 of 1973 Act No. 14 of 1983 Decree No.2 of 1991

2. BOPHUTHATSWANA Act No. 27 of 1960 Act No. 61 of 1973 Act No. 46 of 1979 Act No. 17 of 1980 Act No.5 of 1981 Act No. 9 of 1982 Act No. 30 of 1986 Act No. 31 of 1986 Act No. 34 of 1986 Act No. 21 of 1991

3. VENDA Act No. 27 of 1960 Act No. 61 of 1973 Act No.7 of 1981 Act No. 12 of 1984 Act No. 33 of 1988 Act No. 22 of 1989 Proclamation No. 27 of 1991

4. CISKEI Act No. 27 of 1960 Act No. 61 of 1973 Act No.4 of 1982 Act No. 6 of 1986 Decree No. 30 of 1993 Business Names Act, 1960 Companies Act, 1973 Companies Amendment Act, 1983 Close Corporations Decree, 1991 Business Names Act, 1960 Companies Act, 1973 Companies Amendment Act, 1979 Companies Amendment Act, 1980 Companies Amendment Act, 1981 Companies Amendment Act, 1982 Closed Corporations Act, 1986 Companies Amendment Act, 1986 Companies Second Amendment Act, 1986 Company Law Amendment Act, 1991 Business Names Act, 1960 Companies Act, 1973 Registration and Incorporation of Compa nies in the Republic of Venda Act, 1981 Companies Amendment Act, 1984 Close Corporations Act, 1988 Companies Amendment Act, 1989 Companies Amendment Proclamation, 1991 Business Names Act, 1960 Companies Act, 1973 Companies Amendment Act, 1982 Companies Amendment Act, 1986 Close Corporations Decree, 1993