A close corporation is subject to close corporations act 69 of 1984 and the companies act 71 of 2008. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Close corporations, see model statutory close corporation supplement. Under the new act, close corporations are treated a lot more like companies 2. 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. The corporation act of 1661 was an act of the parliament of england cha. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders. This becomes even more relevant when two extraordinarily complicated legal fields, such as the laws surrounding close corporations close corporations act 69 of 1984 the cc act and the law of trusts trust property control act 57 of 1988 begin to intertwine, as laws generally do. The main provisions of the close corporations act are summarised but this guide does. Close corporations amendment act 8 of 1994 gg 891 deemed to have come into force on 1 march 1994, except for section 5, 14 and 30, which came into force on the date of publication. African bureau of standards for the processing, testing and preservation of silver. Impact of the new companies act on the close corporations act part 1 of our new series contrary to what many people believe, the new companies act has not repealed the provisions of the close corporations act and amended certain others. A close corporation enables undertakings to acquire corporate status with a.
Should you not be the owner of the close corporation, please indicate in the letter that you have consent to apply on behalf of the owner or owners of the deregistered close corporation. On 1 may 2011, the companies act 71 of 2008 came into effect, replacing the companies act 1973 and amending the close corporations act of 1984. The companies act 71 of 2008 the act came into effect on 1 may 2011. Act means the close corporations act, 1984 act 69 of 1984. With acts you are guaranteed the latest and most up to date resource for your legislative needs. No new close corporations may be formed once that act comes into operation during 2010. A close corporation cannot operate as an s corporation. Amended by companies act 71 of 2008 from 1 may 2011. Miller in september, 1977, illinois joined the ranks of those states which have accorded separate statutory treatment to close corporations. The earliest imposition of this test was by the corporation act of 1661 requiring that, besides taking the oath of supremacy, all members of corporations were, within one year after election, to receive the sacrament of the lords supper according to the rites of the church of england. Qualification for membership of and nature of business of a close company.
Application of act to qualified existing foreign corporation, see 17. Please note that most acts are published in english and another south african official language. Close corporation wex us law lii legal information. A close corporation is also commonly referred to as a closely held corporation. Benefits available to all corporations electing coverage under the mcca include increased assurances against loss of shareholders limited liability, statutorily sanctioned restrictions.
Formation and juristic personality of close corporations 1 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. Close corporations act, no 69 of 1984 legal legal and. Formation and juristic personality of close corporations. Table of contents chapter 3 purposes and powers chapter 4. Close corporations under the close corporations act, 1984 i, kent diederich skelton durr, deputy minister of trade and industry, hereby, on behalf of the minister of trade and industry, by virtue of the powers vested in him by section 10 of the close corporations act, 1984 act 69 of 1984, make the regulations contained in the schedule. There must be a conspicuous notice on the share certificate of any qualifications that must be met by persons in order to be entitled to be holders of corporate shares. Corporations close corporations law and legal definition. Grounded in 60 years of research, act is a trusted leader in college and career readiness solutions. Formation and juristic personality of close corporations s 2 2. Read below where experts have answered many questions relating. It belonged to the general category of test acts, designed for the express purpose of restricting public offices in england to members of the church of england. Its main function is to address the accounting requirements, financial reporting standards, the duties of an.
A business that is set up using a corporate business structure, but in which all the shares are held by a select few individuals who are usually closely associated with the. The board is required to apply a solvency and liquidity test and is required to ensure. Apr 04, 2012 the second and fourth applicant bernadette, is the wife of the deceased. Close corporations act 26 of 1988 og 5658 brought into force after namibian independence on 1 march 1994 by proc. Close corporations act regulations corporate rebels. 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 members interest for. One of the effects of the new companies act of 2008 is the phasing out of close corporations. Subject to these amendments, the close corporations act continues to exist and will now be administered.
Close corporations amendment act 8 of 1994 gg 891 deemed to have come into force on 1 march 1994, except for section 5, 14 and 30. Ccs can be startups or a mature businesses with a maximum of 10 members. In our article on a general discussion on close corporations we mentioned that the members of the close corporation are not liable for the debt of the close corporation unless the members have signed surety for the debt of the close corporation. Act is a missiondriven, nonprofit organization dedicated to helping people achieve education and workplace success. A close corporation shall be formed in accordance with 101, 102 and 103 of this title, except that. A close corporation allows the shareholders to act as would a general partnership in daytoday 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. Regulations dealing with certain administrative and other matters have been published in the government gazette no. The new companies act of 2008 what about close corporations. Find an accountant the official south african website. It will be possible for businesses to continue to run their operations out of an existing close corporation if they so wish. Close corporations act 69 of 1984 to provide for the formation, registration, incorporation, management, control and liquidation of close corporations.
Benefits available to all corporations electing coverage under the mcca include increased assurances against loss of shareholders limited. The companies act audit requirement and other matters. The requirement for men attending or teaching at oxford and cambridge universities was not lifted until the passing of the universities test act in 1871. Latty, before turning his energies to law school administration, was the most innovative and resourceful of the pioneer draftsmen of close corporation legislation. A close corporation cc is the entity usually chosen for smaller businesses. Deregistration of close corporations after the commencement of the new companies act on 1 may 2011 section 26 of the close corporations act has been repealed and was replaced by a single subsection that makes the provisions of the companies act 2008 applicable to the deregistration of a close corporation cc.
Close corporation questions about close corporation on. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act. The main provisions of the close corporations act are summarised but this guide does not cover all the administrative details of a close corporation. 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. May 01, 2011 converting a close corporation to a private company. A close corporation normally includes family members or members that are close to the family who owns the business. Close corporations act 26 of 1988 legal assistance centre. Eligible sophomores, juniors and seniors who register for the act test between 9. Corporations close corporations law and legal definition a close corporation is generally defined as a corporation owned by a limited number of stockholders, usually no more than 35, who generally are active in the affairs of the corporation. The first respondent, oates, has a 50% members interest in a close corporation in which the deceased held the other 50%. They brought the application both in their personal capacities and as the duly appointed executors of the estate of the deceased.
Republic of south africa close corporations act 69 of 1984 to provide for the formation, registration, incorporation, management, control and liquidation of close corporations. Each year, act serves millions of students, job seekers, schools, government. Close corporations, see model statutory close corporation. Close corporations under the close corporations act, 1984. We mentioned above that a close corporation can convert into a private company at any time. The laws on the requirements that oversee a close corporation vary from state to state, many laws state that a close corporation cannot have more than 35 shareholders.
This act shall be known and may be cited as the name of state business corporation act. Characteristics of close corporation 1 a close corporation is. The new companies act introduced fundamental changes to south african company law. Proposed statutory close corporation supplement to the. The effect of this regulation is that only registered auditors. Characteristics of close corporation 1 a close corporation. This conversion will take place in terms of the companies act of 2008 and the close corporation must comply with the following requirements before it can convert itself into a company. However, there are many ccs that have remained in existence that still require regulation. However, in the 1820s there was a growing campaign among dissenters for the repeal of the test and corporation acts, which were seen as discriminating against protestants. Close corporations act 69 of 1984 south african government. As a result of changes to south africas company laws, effective as from 1 may 2011, it is no longer possible to register a new close corporation cc in south africa. The statutory close corporation supplement builds on this prior close corporation legislation and assumes that most of the basic provisions included in such legislation are enacted in the state adopting the supplement. The second and fourth applicant bernadette, is the wife of the deceased.
Only a foreseeable intervening event can break the connection between a wrongful act and an injury to another. Republic of south africa close corporations act 69 of 1984 cipc. The guide has been updated in line with the companies act, no. Crossreferences application of act to existing domestic corporation, see 17.
1554 660 1126 72 1328 780 1321 1202 393 1581 474 1400 735 1385 1083 159 1447 644 1328 1328 548 437 195 237 55 201 1229 1034 181 196 527 1444