What will now happen to close coporations under the new compies Act?
From the moment the New Companies Act is implemented, new close corporations will not be allowed to register and existing companies can no longer convert to a close corporation. [ [ Existing close corporations will continue to exist indefinitely but may be forced to convert should the Close Corporation Act be repealed.
Provisions have been made under the new Act to assist existing close corporations with the conversion process. All that is required is an official notice of conversion, a certified copy of the special resolution to approve the conversion and a new Memorandum of Incorporation
along with the necessary fee. Once this is supplied, CIPRO will cancel the registration of the closed corporation and give notice to the Gazetteer to change the name and status of the company as well as allowing the Registrar of Deeds to make the necessary changes.
The conversion will affect the legal status of the close corporations but the following provisions have been made under the new Companies Act.
Members of the close corporation will be entitled to become shareholders in the converted company.
All assets, liabilities, rights and obligations of the close corporation will continue to be vested in the new company.
Any legal proceedings against or instituted by the close corporation may be continued.
These provisions are made to allow the company to continue its operations despite changes that need to be made to comply with the new Companies Act.
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Asked 6/6/2012 1:07:22 PM
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