This page contains information on the close corporations act no 69 of 1984. This act shall be known and may be cited as the name of state business corporation act. It is argued that, based on the positive experience with the close. If the seller is a close corporation, note that section 46 b ii of the close corporation act 69 of 1984 determines that written consent of the members holding at least 75% of the members interest in the close corporation is required. Close corporations are often comprised of family members or friends, and the. 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. Close corporations act 26 of 1988 legal assistance centre. Audit and accounting requirements of the new companies act. Conversion is, however, not compulsory and close corporations will continue to exist until deregistration or dissolution in terms of the close corporations act, 1984. To amend the close corporations act, 1984, so as to empower a court to make an appropriate order in respect of a corporation and members. Close corporations administrative regulations 326 kb pdf. Characteristics of close corporation 1 a close corporation. Companies ordinance, 1984 7 companies act 19 vii of 19, or any law corresponding to any of those acts and in force in any of the territories now constituting pakistan before the extension of the companies act, 19 vii of 19, to such territories.
Accounting officer means an individual or close corporation appointed under the close corporations act, 69 of 1984, as amended, to a close corporation in order to render specific services as listed in section 621c. Where the parties are utilising a close corporation as the vehicle for their venture, the close corporations act 69 of 1984 provides a number of remedies where the members of the corporation cannot themselves agree on how to resolve a difference of opinion that has arisen between them. Inspection and copies of documents in registration office. The applicant is seeking an order for the winding up of the. A close corporation has members and a company has shareholders and directors. Independent accounting professional when used with respect to any particular company, means a person who. Therefore ensure that the required consents and proper resolutions are obtained. Close corporations act 26 of 1988 free download as pdf file. The close corporations act, 1984 has been amended as provided for in schedule 5.
One of the similarities between a close corporation and a partnership is that some if not all of the owners are usually involved in the. The companies ordinance 1984 free pdf download pakistan. Government notice 54 in government gazette 9285 dated 4 july 1984. A corporation organized under the professional service corporation act or the medical service corporation act, as such acts are now or hereafter amended, may become a close corporation if it complies with the requirements of this article. Close corporations act 26 of 1988 formation and juristic personality of close corporations 2. Find an accountant the official south african website.
Application of act to qualified existing foreign corporation, see 17. The implementation of the companies act, act 71 of 2008, brought an end to the incorporation of new close. Lethale and associates cc v molope bakeries pty ltd 282. A close corporation may also be converted into a company. 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. The companies act audit requirement and other matters. Benefits available to all corporations electing coverage under the mcca include increased assurances against loss of shareholders limited liability, statutorily sanctioned restrictions.
The act, amendment act together with the regulations completely replace the companies act of 1973. This site is maintained for the illinois general assembly by the legislative information system, 705 stratton building, springfield, illinois 62706. Accounting officer profession whose members qualify. 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. Faurie nell inc disposal of the whole or greater part of. To provide for the formation, registration, incorporation, management, control and liquidation of close corporations. If the close corporation has only one member, a literal construction of the section renders an absurd result, and it is therefore appropriate to read the section as not requiring a previous consent. A close corporation is defined as a corporation that is owned by a limited number of stockholders. A close corporation cc is the entity usually chosen for smaller businesses. The decision in hanekom v builders market klerksdorp pty. The close corporations amendment act, 2005, amended the close corporations act, 1984, with effect from 11 january 2006. 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. Courts definition of a close corporation highlights the fundamental problem of close corporations. Close corporations act 26 of 1988 liquidation corporations.
Close corporations, see model statutory close corporation supplement. The plaintiff is a close corporation duly incorporated and registered in terms of the close corporations act 69 of 1984. 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. Ccs can be startups or a mature businesses with a maximum of 10 members. Code of practice occupational safety and health in the. To amend the close corporations act, 1984, so as to substitute the definition of. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Who may file an annual return on behalf of a company or close corporation. A close corporation is subject to the close corporations act, 1984 and companies act, 2008. Occupational safety and health in the western australian public sector pursuant to section 57 of the occupational safety and health act 1984.
Table of contents chapter 3 purposes and powers chapter 4. Close corporations act, 1984 ck1 sections 12, 14, 24, 27, 29, 47 and 60 regulations 2, 5 and 17 founding statement to be lodged in triplicate before filling in the form, first take note of the notes on the reverse side of page 2. Authority on 6 june 2007, the minister for employment protection approved the code of practice. Characteristics of close corporation 1 a close corporation is. Close corporations act, no 69 of 1984 legal legal and. Ck2 close corporations act, 1984 sections, 15, 24, 29, 47 and 60 regulations 2 and 16 amended founding statement to be lodged in triplicate before completing the form, first take note of the notes on the reverse side of page 2. Laws governing close corporation requirements vary from state to state, but most laws limit close corporations to only 35 shareholders. The close corporation has its own estate seperate from its members. Please note that most acts are published in english and another south african official language. A close corporation does not have shareholders but members. Directives of the registrar of companies and of close corporations on applications for the reservation of names of companies, close corporations. It is an ordinance to consolidate and amend the law relating to companies and certain other associations for the purpose of healty growth of the corporate enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith. 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.
Find a law firm in south africa, research the law, 365 faqs on a wide variety of legal topics, 250 legislation acts, free and updated. The companies act audit requirement and other matters related. Act means the close corporations act, 1984 act 69 of 1984. If no such agreement has been entered into, the act must be relied on as the default position regulating the cc and its. Republic of south africa close corporations act 69 of 1984 cipc. 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. A close corporation is also commonly referred to as a closely held corporation. In this case, there are other legal aspects which i cannot disregard for the purpose of this judgment. S 29, 55, 57, 62 amended by close corporations amendment act 64 of 1988.
Close corporations as qualified companies under the group areas act an examination of aspects of the group areas act 36 of 1966 and the close corporations act 69 of 1984 research report presented for the approval of the senate in fulfilment of part of the requirements for the degree of master of laws by course work, of which the other part. Close corporations act 26 of 1988 parliament of namibia. May 01, 2011 a close corporation is registered in terms of the close corporations act 69 of 1984. Under the new act, close corporations are treated a lot more like companies 2. The companies act, 2008 and the close corporations act, 1984 require the company or close corporation itself, it also include its authorised representative to file. Close corporations act 69 of 1984 to provide for the formation, registration, incorporation, management, control and liquidation of close corporations. Corporations close corporations law and legal definition. Illinois compiled statutes illinois general assembly.
Close corporations act 26 of 1988 og 5658 brought into force after namibian independence on 1 march 1994 by proc. Feb 19, 2019 the regulation of ccs is governed by the close corporations act, 69 of 1984 as amended the act and the terms set out in the association agreement that has been concluded between the cc and its members if any. A close corporation is subject to close corporations act 69 of 1984 and the companies act 71 of 2008. Close corporation wex us law lii legal information. Crossreferences application of act to existing domestic corporation, see 17.
Section 265 of the close corporations act 69 of 1984, prior to the companies act 71 of 2008, read as follows. A close corporation is not required to file a memorandum of incorporation moi with the cipc, unless it of course subsequently converts to a company. The regulation of ccs is governed by the close corporations act, 69 of 1984 as amended the act and the terms set out in the association agreement that has been concluded between the cc and its members if any. If a corporation is deregistered while having outstanding liabilities, the persons who are members of such corporation at the time of deregistration shall be jointly and severally liable for such liabilities. Together with the king 111 code and report implemented on 1 march 2010 this is the most fundamental. Notice in terms of the close corporations act, 1984 act 69 of 1984 pages affected 1.
Court and to regulate the definition of name, in relation to a corporation. Close corporations act 26 of 1988 general regulations 9. Amended by close corporations amendment act 17 of 1990. There can be between one and ten members, which must be natural persons. Because close corporations usually have identical ownership and management, forcing close cor1. 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. Section 26 of the close corporations act, dealing with deregistration of close corporations, is repealed and the provisions of the companies act now govern deregistration of close.
These amendments provide for the introduction two important new principles, which will have an effect on the procedures to be followed for the registration of founding statements form ck 1 and amended founding statements forms ck 2 and ck 2a. In addition acts sells printed copies of acts, wall posters and a. Close corporations act 69 of 1984 south african government. Section 63deals with the joint and several liability for the debts of the corporation in the event of specific contraventions. Regulations dealing with certain administrative and other matters have been published in the government gazette no. Formation and juristic personality of close corporations. The close corporations act, 1984 creates personal liability on members and certain other persons for the debts of the corporation in the event of a contravention of certain provisions of the act. Pdf reflections and perspectives on the south african close. This subsection shall apply to any corporation organized after december 31, 1969, under this chapter or under the virginia nonstock corporation act. The montana close corporation act, for the sake of brevity, will be referred to as mcca.
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