Corporate Laws Amendment Act

Jurisdiction: South Africa
Instrument: Act or statute
Citation: Act 39 of 2002
Version: Undated source snapshot
Language: en
Updated: 22 Jan 2003
Official source: View official record ↗

act title annual return annual return filing annual returns commencement company law company records company registration company registration fees compliance corporate law deregistration electronic transfer fees filing filing returns money transfer name reservation registrar filing registrar notice registrar notices share capital

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This provision amends Section 10 by deleting paragraphs (a) and (b) of subsection (1) and replacing paragraph (c) with wording that allows transfers of money, including electronic transfer, in the manner the Registrar directs. The Registrar must reserve certain company names when a written application is made on the prescribed form and the prescribed fee is paid. Companies must pay an additional fee, calculated by share-capital category, on top of the prescribed fee. The Registrar must send a registered-post letter to a company asking whether it is carrying on business or in operation, if the company has not lodged an annual return for more than six months or if the Registrar reasonably believes it is not operating. Companies must file an annual return with the Registrar in the prescribed form and pay the prescribed fee by the end of the month after the incorporation anniversary; a copy must be kept at the registered office.

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Provisions of Corporate Laws Amendment Act

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1
Section 10 of the Companies Act. 1973,
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This provision amends Section 10 by deleting paragraphs (a) and (b) of subsection (1) and replacing paragraph (c) with wording that allows transfers of money, including electronic transfer, in the manner the Registrar directs.

1. Section 10 of the Companies Act. 1973, is herebb amended- ( a ) by the deletion of paragraphs (a) and ( b ) of subsection (1); and ( h i b!, the substitution for paragraph ( c ) of subsection ( 1 ) of the following paragraph: “ ( c ) in such [other] manner, including [such] 3 electronic form of transfer of money, Registrar the as may direct.”. 5 10 Amendment of section 42 of Act 61 of 1973, as amended by section 6 of Act 83 of 1981 and section 2 of Act 35 of 1998
2
Section 42 of the Companies Act. 1973, is hereby amended by the substitution for
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The Registrar must reserve certain company names when a written application is made on the prescribed form and the prescribed fee is paid.

2. Section 42 of the Companies Act. 1973, is hereby amended by the substitution for subsection ( I ) of the following subsection: “ ( 1 ) Subject to the provisions of section 41, the Registrar shall, on written 15 application on the prescribed form and on payment of the prescribed fee for each such written application form lodged, reserve a name (approved by the Registrar) or literal translation into not more than one other official language of the Republic of a name of a company or a shortened form of the name or name so translated of a company. pending the registration of a memorandum or a change of name by that 20 company or the registration of another form of the name or translated name.”. -2 No. 2-2280 Act No. 39,2002 GOVERNMENT GAZElTE,G? JANUARY 2003 e CORPORATE LAWS AMENDMENT ACT. 2002 Amendment of section 63 of Act 61 of 1973, as amended by section 4 of Act 76 of 1974, section 3 of Act 29-of 1982, section 2 of Act 29 of 1985, section 4 of Act 31 of 1986, section 2 of Act 78 of 1989 and section 7 of Act 35 of 2001
3
Section 63 of the Companies Act. 1973. is hereby amended by the substitution for
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Companies must pay an additional fee, calculated by share-capital category, on top of the prescribed fee.

3. Section 63 of the Companies Act. 1973. is hereby amended by the substitution for subsection ( 2 ) of the subsection: following * ' C ) In addition to the prescribed fee referred to in subsection (1 ) an additional fee shall he payable calculated at the rate of- \. in the case of a company having a nominal share capital with shares having a par mlue. [five rand] a prescribed amount for each thousand rand or part thereof: in the case of a company having shares prescribed amount for each thousand shares o;.part in the case of a company having both shares of par value and shares of no par laid down in \,due. the aggregatc. of paragraphs ( N ) and ( h ) of this the amounts calculated on the basis of no par value, [five rand] _a subsection.". thereof: 5 10 15 Amendment of section 73 of Act 61 of 1973, as amended by section 5 of Act 59 of 1978. section 3 of Act 29 of 1982, section 5 of .4ct 31 of 1986, section 4 of Act 18 of 1990 and section 28 of Act 35 of 2001
3
Section 7 3 of the Companies Act. 1973. is hereby amended by the substitution for
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The Registrar must send a registered-post letter to a company asking whether it is carrying on business or in operation, if the company has not lodged an annual return for more than six months or if the Registrar reasonably believes it is not operating.

3. Section 7 3 of the Companies Act. 1973. is hereby amended by the substitution for subsection ( 1 ) of the following subsection: "( 1 ) If a cornpan). has failed. for a period of more than six months, to lodge an 20 annual return in compliance with section 173 or if the Registrar has reasonable cause to believe that a colnpan~' is not carrying on business or is not in operation, [he] the Registrar shall. in accordance with subsection (7). send to the company by registered post operation.". ivhether it is carrying on business or is in a letter enquiring Insertion of section 173 in Act 61 of 1973
5
The following section is hereby inserted in the Companies Act, 1973. after section
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Companies must file an annual return with the Registrar in the prescribed form and pay the prescribed fee by the end of the month after the incorporation anniversary; a copy must be kept at the registered office.

5. The following section is hereby inserted in the Companies Act, 1973. after section 172: "Annual return 173. ( 1 ) ( a ) In order to assist the Registrar to determine whether the information required to be disclosed in terms of this Act by a company has been disclosed and is still valid, e\.er). cornpan!. shall not later than the end of the month following upon the month within w,hich the anniversary of the date of its incorporation occurs. on payment of the prescribed fee. lodge n ith the Registrar a rettirn in the prescribed form. -~ 0 7 ) If the date of the company's incorporation cannot be established from in the Companies Registration Office. the date of such the documents anni\persary shall for purposes of this section be deemed to be 30 June. ( 2 ) A cop). of the annual retun contemplated in subsection (1) shall be kept at the registered office of the company. and the provisions of section 11 3 relating to the inspection of the register of members of the company thereof shall apply mutaris muturzdis to the and the furnishing of copies annual return by a company. 25 3 0 35 40 ( 3 ) For purposes of this section "company" includes an external 45 company.". 6 2003 GOVERNMENT JANUARY 30. 34280 GAZElTE,+? Act No. 39,2002 c CORPORATE LAWS AMENDMENT ACT. 2002 Amendment of section 178 of Act 61 of 1973, as amended by section 15 of Act 64 of 1977, section 7 of Act 84 qf 1980, section 10 of Act 29 of 1982, section 9 of Act 31 of 1986. section 3 of Act 78 of 1989 and section 47 of Act 88 of 1996
6
Section 178 of the Companies Act. 1973. is hereby amended by the substitution for
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A company or external company that missed a required filing deadline may still file the return or document later, but must pay the prescribed additional fee.

6. Section 178 of the Companies Act. 1973. is hereby amended by the substitution for subsection ( 1) of the following subsection: ‘*( 1 ) A company or an external company which has failed to lodge a return or other document required by section 93(3). 173. 200(13h216(2) or 376 within the period specified by the relevant provision. may thereafter. without derogating from any provision of this Act. lodge such return or other document subject to the payment to the Registrar of the prescribed additional fee in respect of each such failure.”. i . , Amendment of section 6 of Act 69 of 1984, as amended by section 3 of Act 22 of 2001
7
Section 6 of the Close Corporations .4ct. 1984. is hereby amended b!.
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This provision amends section 6 of the Close Corporations Act 69 of 1984 by deleting two paragraphs and inserting section 15A.

7. Section 6 of the Close Corporations .4ct. 1984. is hereby amended b!. the deletion of paragraphs ( a i and (Dl of subsection ( 1 I. Insertion of section 15A in Act 69 of 1984
8
The following section is hereby inserted in the Close Corporations Act. 1984. after
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Every corporation must file an annual return with the Registrar, pay the prescribed fee, and keep a copy at its registered office.

8. The following section is hereby inserted in the Close Corporations Act. 1984. after section 15: “Annual return 15A. ( 1 ) In order to assist the Registrar to determine whether the information required to be disclosed in terms of this Act by a corporation has been disclosed and is still valid, every corporation shall not later than the end anniversary of the date of its incorporation occurs, on payment of the prescribed fee, lodge with the Registrar a return in the prescribed form. of the month following upon the month within which the ( 2 ) A copy of the annual return contemplated in subsection ( I ) shall be kept at the registered office of the corporation, and the provisions of section of its 16 relating to the inspection of the founding statement and proof registration shall appl) m m r i s nzutarzdis to the annual return by a corporation. 5 10 15 30 35 ( 3 ) Any corporation which has failed to lodge a return required by 3 0 subsection ( I ) within the period prescribed therein, may thereafter lodge such return. subject to the Registrar of the prescribed additional fee in respect of each such failure: Provided that the Registrar may. upon Food cause shown. waive payment of the fee concerned.“. to the payment Amendment of section 26 of Act 69 of 1984, as amended by section 6 of Act 38 of 35 1986 and section 14 of Act 22 of 2001
9
Section 26 of the Close Corporations Act, 1984.
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If a corporation has not filed an annual return for over six months, or the Registrar thinks it is not operating, the Registrar must send a registered letter to the corporation’s postal address. If the Registrar is not told in writing within 60 days that the corporation is carrying on business, the corporation may be deregistered unless good cause is shown.

9. Section 26 of the Close Corporations Act, 1984. is hereby amended by the substitution for subsection (1) of the following subsection: “( 1 ) If a corporation has failed. for a period of more than six months. to lodge an annual return in compliance with section 15A or if the Registrar has reasonable cause to believe that a corporation is not carrying on business or is not in operation. [he] the Repistrar shall serve on the corporation at its postal address a letter by registered post in which the corporation is notified thereof and informed that if [he] the Registrar is not within 60 days from the date of [his] the letter informed in writing that the corporation is carrying corporation will. unless good cause is shown to the contrary, be deregistered.”. on business or is in operation, the 40 45 8 No. 24280 GOVERNMENT GAZE%- JANUARY 2003 Act No. 39,2002 CORPORATE LAWS AMENDMENT ACT. 2002 e Short title and commencement
10
This Act is called the Corporate Laws Amendment Act, 2002, and comes into
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This section names the Act and says it starts on a date the President fixes by proclamation in the Gazette.

10. This Act is called the Corporate Laws Amendment Act, 2002, and comes into operation on a date fixed by the President by proclamation in the Gazette.

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