See also section 441 (treatment of some persons as participators or directors for the purposes of subsection (3)). This Act shall be called the Close Corporations Act, 1984, and shall come into operation on a date fixed by the State President by proclamation in the Gazette. (1)This section applies for the purposes of section 439(3). means the Close Corporations Act 69 of 1984; No versions before this date are available. Section 451 (section 450: rights to be attributed. The Schedules you have selected contains over 200 provisions and might take some time to download. A close corporation allows the shareholders to act as would a general partnership in day-to-day operations, however IF the shareholders step in to run the company, they retain limited liability as shareholders, but take on the fiduciary duties of directors. (5)Section 451 (section 450: rights to be attributed etc) applies for the purposes of subsection (3) and section 440 as it applies for the purposes of section 450. 200 provisions and might take some time to download. See how this legislation has or could change over time. In terms of the new Companies Act, 2008 no new Close Corporations may be registered, and existing Close Corporations may convert to a Company at no conversion fee up to 30 April 2014.. (b)such rights as would, in that event, so entitle them if there were disregarded any rights which any of them or any other person has as a loan creditor (in relation to the relevant company or any other company). (1)The following provisions apply for the purpose of determining whether under subsection (3) of section 439 five or fewer participators, or participators who are directors, together possess or are entitled to acquire rights such as are mentioned in paragraph (a) or (b) of that subsection. Revised legislation carried on this site may not be fully up to date. Its members may be natural persons only. Close Corporations Amendment Act 81 of 1992 1354 of 1984; Act; 1. The Whole A Close Corporation has members and a Company has shareholders and directors. “CIPRO” means the Companies and Intellectual Property Registration Office that constitutes a combined administrative office for the various registration offices established or deemed to be established under the Act, the Companies Act, 1973 (Act 61 of 1973), the Trademarks Act, 1993 (Act 194 of 1993), the Designs Act, 1993 (Act 195 of 1993), and the Patents Act, 1978 (Act 57 of 1978); The following provisions apply for the purpose of determining whether under subsection (3) of section 439 five or fewer participators, or participators who are directors, together possess or are entitled to acquire rights such as are mentioned in paragraph (a) or (b) of that subsection. This section applies for the purposes of section 439(3). Act you have selected contains over There is no legal obligation to convert a Close Corporation to a Company. close corporation be de-registered. Close Corporations Act, 1984 (Act No. For the purposes of the Corporation Tax Acts, a “close company” is a company in relation to which condition A or B is met. 4; Practice Note 1 of 2006; Notices. wC'��7��M�{{�N�?��O7�����F�7�ND���kՃ�q�ڙ�OO~��;�넵�c���I�n_#z���E����v�ȸ��Pd7w�ByW��%g8E���#f��h���o�q{.i9�ѷ?ewI�v����uCr�'�G�7��3����o>Hq��_>|�����|'�]�c�s��~�]?h+n���O}jow�ה�z��`({�BZ����P)؅���U���g���РBq|���E��,wn7(m� 2�w�v��j�v�Y�`|��̢d��� ����Z�oLJ��C��tw?�p�},��C�bM�~'�V!��e7J�B٬���`��FHo��?��c�����t���tw�|Wj6��,{���cхީ΅���3�#��{�������* � |��f&F*�V���K壃c�`u�ߩU�fH?jqk��~��߭x��(:r�u�l�Aۨ�>�QO�ۓ�-��E����������#�A�������c�E�U���# s᱊e ���f����^�U˫����O�A�|G3�N�3����Yv�P���ٝ�a(A�ʄK�WFHoBǹ���.�/J;� �J���H_������� to the notional winding up of the other company mentioned in paragraph (b) of that subsection, and. Schedules you have selected contains over references to “the relevant company” are to be read as references to the company concerned. Geographical Extent: (a)to the notional winding up of the other company mentioned in paragraph (b) of that subsection, and. How to submit documentation for our records: Copies of documents that we need you to provide us with for our records can be certified by a commissioner You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. Co-existence of the Close Corporation Act 1984 and the Companies Act 71 of 2008: Since the Companies Act and Close Corporations Act run concurrently with each other, close corporations have to apply the principles of both acts. 1062 of 2005; Regulations. Act Notice No. The definition is summarised in broad terms below. Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. 25 of 2005 the words "he", "him", "his" and "himself", wherever they occur except in sections 10 (1) (m) and (o), 13, 14, 15 (1), 72 and 76 (3) (b), are substituted with the words "he or she", "him … In essence, a close corporation is a corporation whose shareholders and directors are entitled to operate much like a partnership. 6 para. KYC - CLOSE CORPORATIONS A CLOSE CORPORATION is a registered business defined in terms of Section 1 of the Close Corporation Act. Close corporations are often run by family members wherein the management of the corporation is purposely restricted within the family or a small circle of trusted individuals. (1) For the purposes of the Corporation Tax Acts, a “close company” is a company in relation to which condition A or B is met. There are changes that may be brought into force at a future date. Dependent on the legislation item being viewed this may include: Click 'View More' or select 'More Resources' tab for additional information including: All content is available under the Open Government Licence v3.0 except where otherwise stated. !=� A person is to be treated as a participator in or director of the relevant company if the person is a participator in or director of any other company which would be entitled to receive assets in the notional winding up of the relevant company on the basis set out in section 440. PENDLEX: Close Corporations Act 69 of 1984 after amendment by the Corporate Laws Amendment Act 39 of 2002. The Whole Close Corporations Act 26 of 1988 (4) A corporation shall have the capacity and powers of a natural person of full capacity in so far as a juristic person is capable of … (This amendment not applied to legislation.gov.uk. 1.5. Schedules you have selected contains over Indicates the geographical area that this provision applies to. Different options to open legislation in order to view more content on screen at once. (2) Condition A is that the company is under the control— (a) of 5 or fewer participators, or (b) of participators who are directors. 9503 and these are to be read in conjunction with the Close Corporations Act. It is a legal entity incorporated according to certain formalities stipulated in the Close Corporations Act 1984. Sch. South African Government | Let's grow South Africa together Regulations dealing with certain administrative and other matters have been published in the Government Gazette No. 3. 9503 and these are to be read in conjunction with the Close Corporations Act. For more information see the EUR-Lex public statement on re-use. Define Close Corporations Act. The Whole Act you have selected contains over 200 provisions and might take some time to download. long time to run. Whole provisions yet to be inserted into this Act (including any effects on those provisions): (1)For the purposes of the Corporation Tax Acts, a “close company” is a company in relation to which condition A or B is met. 1.4. 200 provisions and might take some time to download. (2)Condition A is that the company is under the control—, (3)Condition B is that 5 or fewer participators, or participators who are directors, together possess or are entitled to acquire—, (a)such rights as would, in the event of the winding up of the company (“the relevant company”) on the basis set out in section 440, entitle them to receive the greater part of the assets of the relevant company which would then be available for distribution among the participators, or. stream Notice No. The Close Corporations Act, No. CC's can be start-ups or a mature businesses with a maximum of 10 members. 200 provisions and might take some time to download. {œ�q��^�����;�i�ld�7�O�'��s�r����T�X����"B�Ҩ=kX '.� -6�p&\j��&t5�nd��_aod�u-xHj׃�@Ro�l� �A!�~+�����Wp�;�WHW��I�����#�c��c�9��[�������"�X!�8)˖���ؼ�U��u�p ��ЩބH�Sd�S x\MKs��`��'jX���%�>���p�);4�y������g�x�N:,��=_Q�̵q���#es����N���^�e,N�[k��?�*^� �����s7�ٸ*a�. (6)See also section 441 (treatment of some persons as participators or directors for the purposes of subsection (3)). Close Corporation Amendment Act 8 of 1994 Married Persons Equality Act 1 of 1996 ACT To provide for the formation, registration incorporation, management, control and liquidation of close corporations; and for matters connected therewith. to any further notional winding up required by that paragraph (or by any further application of that paragraph), Treatment of some persons as participators or directors for the purposes of section 439(3). 82. 69 of 1984) Notice No. This site additionally contains content derived from EUR-Lex, reused under the terms of the Commission Decision 2011/833/EU on the reuse of documents from the EU institutions. The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. (2)In the notional winding up of the relevant company, the part of the assets available for distribution among the participators which any person is entitled to receive is the aggregate of—, (a)any part of those assets which the person would be entitled to receive in the event of the winding up of the relevant company, and, (b)any part of those assets which the person would be entitled to receive if—, (i)any other company which is a participator in the relevant company and is entitled to receive any assets in the notional winding up were also wound up on the basis set out in this section, and. For exceptions to this section, see sections 442 to 447 (companies which are not to be close companies). without Close Corporations Amendment Act 64 of 1988. The Close Corporations Act (and the Companies Act) are of course law of general application and may therefore provide for members and shareholders to be deprived of the property they hold in the form of member's interests and shares – so long as such deprivation is not arbitrary and has a rational basis. Changes that have been made appear in the content and are referenced with annotations. Protect the Close Corporation, its Members, and the Accounting Officer by using our NEW Association Agreement. Access essential accompanying documents and information for this legislation item from this tab. The Whole � Act you have selected contains over 69 of 1984, was enacted by Parliament in June 1984. Short title and commencement. No account is to be taken of a participator which is a company unless the company possesses or is entitled to acquire the rights in a fiduciary or representative capacity. In addition, certain amendments to the principal Act were made in various amendment acts. such rights as would, in that event, so entitle them if there were disregarded any rights which any of them or any other person has as a loan creditor (in relation to the relevant company or any other company). (3)No account is to be taken of a participator which is a company unless the company possesses or is entitled to acquire the rights in a fiduciary or representative capacity. For further information see ‘Frequently Asked Questions’. without (2) A corporation formed in accordance with the provisions of this Act is on Close company The definition of a close company is complex and the statutory provisions should be consulted for a full understanding (see Chapter 2 of Part 10, Corporation Tax Act 2010). (ii)the part of the assets of the relevant company to which the other company is entitled were distributed among the participators in the other company in proportion to their respective entitlement to the assets of the other company available for distribution among the participators. A close corporation (CC) is the entity usually chosen for smaller businesses. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing. 7 0 obj (2)A person is to be treated as a participator in or director of the relevant company if the person is a participator in or director of any other company which would be entitled to receive assets in the notional winding up of the relevant company on the basis set out in section 440. Regulations dealing with certain administrative and other matters have been published in the Government Gazette No. (4)For exceptions to this section, see sections 442 to 447 (companies which are not to be close companies). A Close Corporation is a legal entity with its own persona. long time to run. ���#ů�6PgP���zz�ԝ%�ɬOf�� The main purpose of forming a California close corporation is to give the shareholders of your company more control than they would have with a normal corporation. (b)to any further notional winding up required by that paragraph (or by any further application of that paragraph). ��ŷ�.4nsw��locg��\�Xkl���+Jr_P��+�]�*����YЩ��2����dO��:�3~�Y���a�C@H�b �π��L��\���m�*�o �o�Fe�p�^ �Z�����a �ה!�����@0?��?��|꿎��l������l�'��V�u������ݧ?��B��%���Q�����`��?�4�S?�N��� ԟ ��V�{`��W d��̟!��$,I�bw� c͵~�Y�-H�CA�j�R���^R!���+��`�B���΀��Z�,n��(�\�m�A6K�Qx�r�|�K!W�'z�z�J��p��F�X ]��e���j��U��w���>�~FU¡���kr��s_a�QAk ?��,$���UU�Z��>6]g�vw3�ݮsa���{-�6�ب�i�����#��bG�_ ����P~}W/"�h�VB?0��k3�A�'�!H}�4�R�% �R��Z����G��uڏ=���?ܒ�O\����;�T� Use this menu to access essential accompanying documents and information for this legislation item. Registration Office and registrar; 4. �����a.#� V���n�LP{�x���(4~��BNg�>�\} ef�z+�AAӃ��ce�S���T��)�xK50��(!�3�#��� ٮ�c��Ԭ�#��p �WN�b�aZ�py��?!��rO�|�����@? In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). Definitions; Part I : Formation and Juristic Personality of Close Corporations. Close Corporation: Company: Naming: Name used under common/business law: Name registered in terms of CC Act: Name registered in terms of Companies Act: Name usage e.g. Close Corporations Act 26 of 1988 To provide for the formation, registration, incorporation, management, control and liquidation of close corporations; and for matters connected therewith. You %PDF-1.4 You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. Close Corporations Amendment Act 17 of 1990. In the notional winding up of the relevant company, the part of the assets available for distribution among the participators which any person is entitled to receive is the aggregate of—, any part of those assets which the person would be entitled to receive in the event of the winding up of the relevant company, and, any part of those assets which the person would be entitled to receive if—, any other company which is a participator in the relevant company and is entitled to receive any assets in the notional winding up were also wound up on the basis set out in this section, and. No changes have been applied to the text. Where the Close Corporation is the registered “owner” of immovable property, as defined in section 102 of the Deeds Registries Act 47 of 1937, the Close Corporation can sell its immovable property. WFX��km�����M8�.0B����e�&�R�,>�����O��O�A��ݪ�Y�j����o����%� ���X����=���M���ps/U��O� �]ק�t�8 �^Qg@ҥI8Bzs���������?��N��� %�쏢 requirement: Corporation Tax Act 2010, Cross Heading: Meaning of “close company": general is up to date with all changes known to be in force on or before 21 December 2020. Turning this feature on will show extra navigation options to go to these specific points in time. 200 provisions and might take some time to download. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area. Condition A is that the company is under the control—, Condition B is that 5 or fewer participators, or participators who are directors, together possess or are entitled to acquire—, such rights as would, in the event of the winding up of the company (“. may also experience some issues with your browser, such as an alert box that a script is taking a You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run. CLOSE CORPORATIONS ACT 69 OF 1984 [ASSENTED TO 19 JUNE 1984] [DATE OF COMMENCEMENT: 1 JANUARY 1985] (English text signed by the State President) as amended by Close Corporations Amendment Act 38 of 1986. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. As such, these shareholders may be liable for failing to fulfill their fiduciary duties. If a member of a Close Corporation (CC) is under 21, the registration document must be signed by a parent or guardian. the part of the assets of the relevant company to which the other company is entitled were distributed among the participators in the other company in proportion to their respective entitlement to the assets of the other company available for distribution among the participators. (1) At any time before section 13 of the Companies Act comes into operation, any one or more persons, not exceeding ten, who qualify for membership of a close corporation in terms of this Act, may form a close corporation and secure its incorporation by complying with the requirements of this Act in respect of the registration of its founding statement referred to in section 12. Section 6 (1) (a) and (b) - deleted. For further information see the Editorial Practice Guide and Glossary under Help. Section 47 of the Close Corporations Act has been substantially amended and the provisions of the Companies Act regarding the disqualification of directors will now largely determine who is disqualified from managing a close corporation. It is registered with the suffix ‘CC’, and given a number, by the Companies and Intellectual Property Commission. Notice in terms of Section 6 of the Close Corporations Act, 1984. It would be represented by the executor acting in terms of the authority cited above. 31 omitted (retrospective to 6.4.2010) by virtue of Finance Act 2012 (c. 14), s. 52(2) (3)). x��]]s�q}ׯ��%S�f�=��t}�8�8�ʃ�J�vg�㐳4whE�> ����b;R��q��h`0��o���7]������?�n�y�~����ڮ�y�?�1�?�?������9�uX7ؾ��� Show Timeline of Changes: a close corporation in terms of this Act, may form a close corporation and secure its incorporation by complying with the requirements of this Act in respect of the registration of its founding statement referred to in section 12. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. Practice note No. may also experience some issues with your browser, such as an alert box that a script is taking a Dependent on the legislation item being viewed this may include: This timeline shows the different points in time where a change occurred. <> Registrar; 5. (1)For the purposes of the Corporation Tax Acts, a “close company” is a company in relation to which condition A or B is met. 69 of 1984, was enacted by Parliament in June 1984. {���Ѐ� Ug��7��漏�P ѳ,���r��ח(���! The close corporation election … (3) Condition B is that 5 or fewer participators, or participators who are directors, together possess or are entitled to acquire— To have its own persona means that, although it is not an individual person, it can act as if it is a person and certain rights and obligations are conferred to it, seperate from its members, from the moment it is registered. In terms of section 4 of the Close Corporations Amendment Act, No. Close Corporations Administrative Regulations. Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. The Whole It will be possible for businesses to continue to run their operations out of an existing close corporation if they so wish. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new Companies Act. Close Corporations Act 69 of 1984 – application for relief in terms of s 36 and s 49 – first respondent, in effect, hijacking close corporation from applicant – applicant establishing case in terms of s 49 – oppressive conduct by first respondent preventing applicant from adducing evidence of fair value of member’s interest for purpose of order that first respondent sell his member’s interest to applicant – … Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. The first date in the timeline will usually be the earliest date when the provision came into force. 2. Formation and juristic personality of close corporations; Part II : Administration of Act. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Practice Notes. Generally, the shareholders of a close corporation will act as the managers of the company. The Close Corporations Act, No. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts. Act A Close Corporation is registered in terms of the Close Corporations Act 69 of 1984. (4)But subsection (3) does not apply for the purposes of section 440. Return to the latest available version by using the controls above in the What Version box. This date is our basedate. You - Amended by Close Corporations Amendment Act 25 of 2005 from 11 Jan 2006 - Amended by Prevention and Combating of Corrupt Activities Act 12 of 2004 from 28 Apr 2004 - Amended by Judicial Matters Amendment Act 16 of 2003 from 10 Jul 2003: S 10, 74, 76 Close Corporations A ‘close corporation’ is similar to a company. J Jones t/a Kembul Trading: Kembul Trading CC: Kembul Trading (Pty) Ltd: Registration number format: Defensive name: 2009/222222/23: 2016/222222/07: Reg.No. But subsection (3) does not apply for the purposes of section 440. the original print PDF of the as enacted version that was used for the print copy, lists of changes made by and/or affecting this legislation item, confers power and blanket amendment details, links to related legislation and further information resources. A Close Corporation may have a minimum of one member or a maximum of 10 members.However there are no limitations in respect of the number of employees in a Close Corporation. 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