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South Africa Act or statute

Parliament of the Republic of South Africa

Close Corporations Amendment Act, 2001

This section amends Section 1 so that certain Act-related acts can be done electronically, unless subsection (3) says otherwise. This amendment lets any person inspect, copy, or extract certain el…

amendmentamendment filingbusiness correspondencecertificate of incorporationcompany disclosurescompany identificationcorporate records and documentscorporate registrationdigital compliancedocument inspectiondocument wordingelectronic recordselectronic transfersfee paymentfeesfiling and noticesfiling compliancefounding statementfounding statement filinggazette noticeincorporationrecords managementregister maintenanceregistrar registrationregistrationregistry compliancestatutory amendmentstatutory interpretation
Jurisdiction
South Africa
Structure
16 provisions
Citation
Act 22 of 2001
Dates
updated 3 Oct 2001
More statute details
Dates
updated 3 Oct 2001

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01

Purpose and legislative effect

“This section amends Section 1 so that certain Act-related acts can be done electronically, unless subsection (3) says otherwise.”

This section amends Section 1 so that certain Act-related acts can be done electronically, unless subsection (3) says otherwise. This amendment lets any person inspect, copy, or extract certain electronic documents, if they pay the prescribed fee and use an electronic medium approved by the Registrar. The Registrar may approve an electronic money transfer method, and fee-related documents are not complete unless proof of payment is lodged with or acknowledged by the Registrar. This section amends section 10 so it can allow records about corporations to be reproduced in the Registration Office or the Master’s office using specified copying methods, including electronic format, if the records can be converted back without changing their content or form. This provision says section 13 of the principal Act is being replaced with a section called “Registration of founding statement.”

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Source record from www.parliament.gov.za · updated 3 Oct 2001

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Showing 16 of 16 provisions

Substitution 11Amendment 3Short title 2
§ 1Section 1 of the Close Corporations Act, 1984 (hereinafter referredAmendment

This section amends Section 1 so that certain Act-related acts can be done electronically, unless subsection (3) says otherwise.

1. Section 1 of the Close Corporations Act, 1984 (hereinafter referred to as the principal Act), is hereby amended- (a) by the insertion after the definition of "director" of the following definition: " 'electronic' includes created, recorded, transmitted or stored in digital or other intangible form of electronic, optical or similar means;"; and (b) by the addition of the following subsections, the existing section becoming subsection (1): "(2) Subject to subsection (3), the performance of the acts denoted by any of the following words or expressions, namely- (a) 'give notice'; (b) 'issue, distribute, deliver or cause it to be done'; (c) 'lodge'; (d) 'lodge in the prescribed form'; (e) 'lodge in the prescribed manner'; (f) 'lodge under cover of'; (g) 'notify in the prescribed form'; (h) 'payment of prescribed fee'; (i) 'publish', (j) 'registration'; and (k) 'written application'; and any word or expression derived therefrom, must be regarded as including all electronic methods of performing such acts. (3) (a) Subsection (2) shall not apply to a section of this Act until the Registrar publishes a notice in the Gazette making it applicable to that section. (b) Different dates may be determined by the Registrar in respect of the application of subsection (2) to different sections of this Act.". Amendment of section 5 of Act 69 of 1984
Section 1Verify source
§ 2Section 5 of the principal Act is hereby amended-Substitution

This amendment lets any person inspect, copy, or extract certain electronic documents, if they pay the prescribed fee and use an electronic medium approved by the Registrar.

2. Section 5 of the principal Act is hereby amended- (a) by the insertion after subsection (1) of the following subsection: "(1A) Any person may, on payment of the prescribed fee, through any electronic medium approved by the Registrar- (a) inspect any document which has been lodged with the Registrar under this Act and converted into electronic format, or (b) obtain a copy of or extract from any such converted document."; and (b) by the substitution in subsection (2) for the words following upon paragraph (b) of the following words: "no fee referred to in subsection (1) or (1A) shall be payable.". Amendment of section 6 of Act 69 of 1984
Section 2Verify source
§ 3Section 6 of the principal Act is hereby amended-Substitution

The Registrar may approve an electronic money transfer method, and fee-related documents are not complete unless proof of payment is lodged with or acknowledged by the Registrar.

3. Section 6 of the principal Act is hereby amended- (a) by the insertion in subsection (1) after paragraph (b) of the following paragraph: "(bA) by means of such electronic form of transfer of money as the Registrar may approve; or"; and (b) by the substitution for subsection (2) of the following subsection: "(2) No document, form, return or notice in respect of which any fee is payable or any payment is required to be done in terms of this Act, shall be complete unless proof of payment of the required fee or other money has been lodged with, or acknowledged as having been received by, the Registrar.". Amendment of section 10 of Act 69 of 1984, as amended by section 2 of Act 38 of 1986
Section 3Verify source
§ 4Section 10 of the principal Act is hereby amended by theSubstitution

This section amends section 10 so it can allow records about corporations to be reproduced in the Registration Office or the Master’s office using specified copying methods, including electronic format, if the records can be converted back without changing their content or form.

4. Section 10 of the principal Act is hereby amended by the substitution in subsection (1) for paragraph (c) of the following paragraph: "(c) providing for the reproduction of any records relating to corporations in the Registration Office or the office of the Master by means of microfilm, microcard, miniature photographic process, the conversion into electronic format in such a way as to allow such records to be reconverted to their original form without changing their original contents or form or any other process deemed suitable by the Minister;". Substitution of section 13 of Act 69 of 1984, as substituted by section 3 of Act 38 of 1986
Section 4Verify source
§ 5The following section is hereby substituted for section 13 of theSubstitution

This provision says section 13 of the principal Act is being replaced with a section called “Registration of founding statement.”

5. The following section is hereby substituted for section 13 of the principal Act: "Registration of founding statement
Section 5Verify source
§ 13If a founding statement referred to in section 12 complyingAmendment

If a compliant founding statement is filed in triplicate, the business is lawful, and the prescribed fee is paid, the Registrar must register it and publish notice of the registration in the Gazette.

13. If a founding statement referred to in section 12 complying with the requirements of this Act is lodged with the Registrar in triplicate in the manner prescribed, and if the business to be carried on by the corporation is lawful, the Registrar shall upon payment of the prescribed fee register such statement in his or her registers and shall give notice of the registration in the Gazette.". Amendment of section 14 of Act 69 of 1984, as amended by section 4 of Act 38 of 1986
Section 13Verify source
§ 6Section 14 of the principal Act is hereby amended by theSubstitution

When the founding statement is registered, the Registrar must assign a registration number and issue or endorse a certificate of incorporation. The Registrar may also change or amend the number to fix duplicate numbers or for another necessary or expedient register-maintenance purpose.

6. Section 14 of the principal Act is hereby amended by the substitution for subsection (1) of the following subsection: "(1) Upon the registration of such founding statement the Registrar shall assign a registration number to the corporation concerned and endorse under his or her hand on the statement,or otherwise issue in writing, a certificate that the corporation is incorporated: Provided that the Registrar may change or amend such registration number in order to rectify duplications of such numbers or to achieve any other objective which it is necessary or expedient to achieve for the proper maintenance of the register of close corporations.". Amendment of section 15 of Act 69 of 1984, as amended by section 5 of Act 38 of 1986 and section 2 of Act 81 of 1992
Section 6Verify source
§ 7Section 15 of the principal Act is hereby amended-Substitution

A corporation must file an amended founding statement with the Registrar within 28 days after certain changes, and the Registrar must issue a certificate after registration.

7. Section 15 of the principal Act is hereby amended- (a) by the substitution for subsection (1) of the following subsection: "(1) If any change is made or occurs in respect of any matter particulars of which are stated in a founding statement of a corporation in accordance with paragraph (b), (d), (e) or (f) of section 12, the corporation shall, subject to the provisions of section 29(3)(c) and (d), within 28 days after such change lodge with the Registrar for registration in his or her registers an amended founding statement, in triplicate in the prescribed form together with the prescribed fee, signed by or on behalf of every member of the corporation and by or on behalf of any person who will become a member on such registration, and which contains particulars and the date of the change."; and (b) by the insertion after subsection (2A) of the following subsection: "(2B) Upon registration of any amended founding statement in accordance with the requirements of subsection (1), (2) or (2A), the Registrar shall issue a certificate to the effect that the amended founding statement has been registered.". Amendment of section 20 of Act 69 of 1984, as amended by section 3 of Act 81 of 1992
Section 7Verify source
§ 8Section 20 of the principal Act is hereby amended by theSubstitution

No prescribed fee under section 15(1) is payable for registering an amended founding statement when the registration is done under an order made under subsection (1) or (3).

8. Section 20 of the principal Act is hereby amended by the substitution for subsection (3B) of the following subsection: "(3B) No prescribed fee mentioned in section 15(1) shall be payable in respect of the registration of an amended founding statement by virtue of an order under subsection (1) or (3) of this section.". Amendment of section 23 of Act 69 of 1984, as amended by section 5 of Act 81 of 1992 and section 8 of Act 26 of 1997
Section 8Verify source
§ 9Section 23 of the principal Act is hereby amended by theSubstitution

A corporation must show its name (or translation) and registration number in legible characters on specified notices, official publications, and business documents, including electronic versions.

9. Section 23 of the principal Act is hereby amended by the substitution in subsection (1) for paragraph (b) of the following paragraph: "(b) shall have that name (or such translation thereof) and registration number mentioned in legible characters in all notices and other official publications of the corporation, including notices or other official publications in electronic format, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money, goods or services purporting to be signed by or on behalf of the corporation, and all letters, delivery notes, invoices, receipts and letters of credit of the corporation; and". Amendment of section 27 of Act 69 of 1984, as amended by section 7 of Act 38 of 1986, section 2 of Act 64 of 1988 and section 6 of Act 81 of 1992
Section 9Verify source
§ 10Section 27 of the principal Act is hereby amended by theSubstitution

This provision amends section 27 by replacing words in subsection (4)(c) so it refers to endorsing the founding statement or issuing a certificate of incorporation in writing.

10. Section 27 of the principal Act is hereby amended by the substitution in subsection (4)(c) for the words preceding the proviso of the following words: "endorse on the founding statement, or otherwise issue in writing, a certificate of incorporation as provided by section 14(1)". Amendment of section 32 of Act 69 of 1984
Section 10Verify source
§ 11Section 32 of the principal Act is hereby amended by the deletionAmendment

Section 32 of the principal Act is amended by deleting subsection (2).

11. Section 32 of the principal Act is hereby amended by the deletion of subsection (2). Amendment of section 41 of Act 69 of 1984
Section 11Verify source
§ 12Section 41 of the principal Act is hereby amended by theSubstitution

A corporation must not send or issue a business letter that shows its registered name unless it states every member’s forenames (or initials) and surname.

12. Section 41 of the principal Act is hereby amended by the substitution for subsection (1) of the following subsection: "(1) A corporation shall not issue or send to any person any business letter, whether in electronic or any other format, bearing a registered name of the corporation, unless the forenames (or the initials thereof) and surname of every member thereof is are stated thereon.". Amendment of section 47 of Act 69 of 1984, as amended by section 11 of Act 26 of 1997
Section 12Verify source
§ 13Section 47 of the principal Act is hereby amended by the deletionSubstitution

This section amends Section 47 of the principal Act by deleting subparagraph (i) of paragraph (a) of subsection (1).

13. Section 47 of the principal Act is hereby amended by the deletion of subparagraph (i) of paragraph (a) of subsection (1). Substitution of certain expression in Act 69 of 1984
Section 13Verify source
§ 14The principal Act is hereby amended by the substitution for theShort title

This section changes the principal Act so that every reference to “certified post” is read as “registered post”.

14. The principal Act is hereby amended by the substitution for the expression "certified post", wherever it occurs, of the expression "registered post". Short title
Section 14Verify source
§ 15This Act is called the Close Corporations Amendment Act, 2001.Short title

This provision states the Act’s short title: the Close Corporations Amendment Act, 2001.

15. This Act is called the Close Corporations Amendment Act, 2001.
Section 15Verify source

Legislative relationships

3 referenced instruments

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A–F

1 instrument

  • Close Corporations Act, 1984

    Section 1

N–S

1 instrument

  • principal Act

    Section 13

T–Z

1 instrument

  • This provision says section 13 of the principal Act

    Section 5

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