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In forceAmended2020 Revised Edition
Contents

Part 3 · Constitution of Companies

30. Registration of unlimited company as limited company, etc.

Amended

Last amended by an amending law of 2014.

(1)

Subject to this section —

(a)

an unlimited company may convert to a limited company if it was not previously a limited company that became an unlimited company pursuant to paragraph (b); and

(b)

a limited company may convert to an unlimited company if it was not previously an unlimited company that became a limited company pursuant to paragraph (a) or any corresponding previous written law.

(2)

Where a company applies to the Registrar for a change of status as provided by subsection (1) and, subject to section 33(8) and (9) as applied by subsection (7), lodges with the application the prescribed documents relating to the application, the Registrar must, upon registration of such prescribed documents so lodged as are registrable under this Act, issue to the company a notice of incorporation —

(a)

appropriate to the change of status applied for; and

(b)

specifying, in addition to the particulars prescribed in respect of a notice of incorporation of a company of that status, that the notice is issued pursuant to this section,and, upon the issue of such a notice of incorporation, the company is deemed to be a company having the status specified therein.

(3)

Where the status of a company is changed pursuant to this section, notice of the change of status must be published in such manner (if any) as the Registrar may direct.

(3A)

Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company with the new status.

(4)

In subsection (2), “prescribed documents”, in relation to an application mentioned in that subsection, means —

(a)

a copy of a special resolution of the company —

(i)

resolving to change the status of the company and specifying the status sought;

(ii)

making such alterations to the constitution of the company as are necessary to bring the constitution into conformity with the requirements of this Act relating to the constitution of a company of the status sought; and

(iii)

[Deleted by Act 36 of 2014]

(iv)

[Deleted by Act 36 of 2014]

(v)

changing the name of the company to a name by which it could be registered if it were a company of the status sought;

(b)

where, by a special resolution mentioned in paragraph (a), the constitution of the company is altered or added to — a copy of the constitution as altered; and

(c)

in the case of an application by a limited company to convert to an unlimited company —

(i)

the prescribed form of assent to the application subscribed by or on behalf of all the members of the company; and

(ii)

a declaration by or on behalf of a director or the secretary of the company, or a registered qualified individual authorised by the company, verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form himself or herself, that the director, secretary or registered qualified individual making the declaration has taken all reasonable steps to satisfy himself or herself that each person who subscribed the form was lawfully empowered to do so.

(5)

Section 26(2) to (6) does not apply to or in relation to an application under this section or to any prescribed documents in relation to the application.

(6)

A special resolution passed for the purposes of an application under this section takes effect only upon the issue under this section of a notice of incorporation of the company to which the resolution relates.

(7)

With such modifications as may be necessary, section 33 (except subsection (1)) applies to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under that section.

(8)

A change in the status of a company pursuant to this section does not operate —

(a)

to create a new legal entity;

(b)

to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;

(c)

to affect the property, or the rights or obligations, of the company; or

(d)

to render defective any legal proceedings by or against the company,and any legal proceedings that could have been continued or commenced by or against it prior to the change in its status may, despite the change in its status, be continued or commenced by or against it after the change in its status.

Report

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Part 4

Shares, Debentures and Charges

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Part 5

Management and Administration

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Part 6

Financial Statements and Audit

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Part 7

Arrangements, Reconstructions and Amalgamations

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Part 8

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Part 8A

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Part 9

Investigations

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Part 10

Dissolution

Read on from Part 10

Part 10A

Transfer of Registration

Read on from Part 10A

Part 11

Various Types of Companies, Etc.

Read on from Part 11

Part 11A

Register of Controllers, Nominee Directors and Nominee Shareholders of Companies

Read on from Part 11A

Part 12

General

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Schedules

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