LegalB's Resources for Africa
SUBSCRIBER QUICK LINKS: ROOT DATABASE | OVERVIEW | TEXT TIMELINE | SUBORDINATE TEXTS | COMMENTARY | POTENTIAL TRANSGRESSOR LISTS | TEST FOR TRANSGRESSIONS | EMAIL A REQUEST FOR UPDATES | HELP | CONTACT US | SEARCH SITE | LOG OUT |

South Africa
NATIONAL LEGISLATION OVERVIEWS
LegalB Logo
Close Corporations Act, No. 69 of  1984

Long title

To provide for the formation, registration, incorporation, management, control and liquidation of close corporations; and for matters connected therewith.

Table of contents

SECTION TITLE
1. Definitions

PART I. FORMATION AND JURISTIC PERSONALITY OF CLOSE CORPORATIONS
2. Formation and juristic personality of close corporations

PART II. ADMINISTRATION OF ACT
3. Registration Office and register
4. Registrar
5. Inspection and copies of documents in Registration Office
6. Payment of fees
7. Courts having jurisdiction in respect of corporation
8. Security for costs in legal proceedings by corporations
9. Transmission of copies of Court orders to Registrar and Master
10. Regulations
11. [Repealed by Act 2008_071_224 Sch3 - was entitled "Functions of standing advisory committee on company law in relation to corporations"]

PART III. REGISTRATION, DEREGISTRATION AND CONVERSION
12. Founding statement
13. Registration of founding statement
14. Certificate of incorporation
15. Registration of amended founding statement
16. Keeping of copies of founding statement by corporations
17. No constructive notice of particulars in founding statement and other documents
18. [Repealed by Act1997_026_004 - was entitled "_____"]
19. Undesirable names and reservation of names
20. Objections to names [...was entitled "Order to change name"]
21. Effect of change of name
22. Formal requirements as to names and registration numbers
22A.
Improper references to incorporation in terms of Act [...inserted by Act 1992_081_004]
23. Use and publication of names
24. Contributions by members
25. Postal address and registered office
26. Deregistration
27. [Repealed by Act 2008_071_224 Sch3 - was entitled "Conversion of companies into corporations"]

PART IV. MEMBERSHIP
28. Number of members
29. Requirements for membership
30. Nature of member's interest
31. Certificate of member's interest
32. Representation of members
33. Acquisition of member's interest by new member
34. Disposal of interest of insolvent member
34A.
Attachment and sale in execution of member's interest [...inserted by Act 1997_026_010]
35. Disposal of interest of deceased member
36. Cessation of membership by order of Court
37. Other dispositions of members' interests
38. Maintenance of aggregate of members' interests
39. Payment by corporation for members' interests acquired
40. Financial assistance by corporation in respect of acquisition of members' interests
41. [Repealed by Act 2008_071_224 Sch3 - was entitled "Publication of names of members"]

PART V. INTERNAL RELATIONS
42. Fiduciary position of members
43. Liability of members for negligence
44. Association agreements
45. No access to or constructive notice of association agreements
46. Variable rules regarding internal relations
47. Disqualified persons regarding management of corporation
48. Meetings of members
49. Unfairly prejudicial conduct
50. Proceedings against fellow-members on behalf of corporation
51. Payments by corporation to members
52. Prohibition of loans and furnishing of security to members and others by corporation

PART VI. EXTERNAL RELATIONS OFFICERS
53. Pre-incorporation contracts
54. Power of members to bind corporation
55. [Repealed by Act 2008_071_224 Sch3 - was entitled "Application of sections 37 and 226 of Companies Act, 1973"]

PART VII. ACCOUNTING AND DISCLOSURE
56. Accounting records
57. Financial year of corporation
58. Annual financial statements
59. Appointment of accounting officers
60. Qualifications of accounting
61. Rights of access and remuneration of accounting officers
62.
Duties of accounting officers
62A.
Application of accountability provisions of Companies Act [...inserted by Act 2008_071_224 Sch3]

PART VIII. LIABILITY OF MEMBERS AND OTHERS FOR DEBTS OF CLOSE CORPORATION
63. Joint liability for debts of corporation
64. Liability for reckless or fraudulent carrying-on of business of corporation
65. Powers of Court in case of abuse of separate juristic personality of corporation

PART IX. WINDING-UP
66. Application of Companies Act, 1973
67. Dissolution of corporations [...was entitled "Voluntary winding-up"]
68. [Repealed by Act 2008_071_224 Sch3 - was entitled "Liquidation by Court"]
69. Circumstances under which corporation deemed unable to pay debts.
70. Repayment by members
71. Repayment of salary or remuneration by members
72. Composition
73. Repayments, payments of damages and restoration of property by members and others
74. Appointment of liquidator
75. Vacancies in office of liquidators
76. Refusal by Master to appoint nominated person as liquidator
77. Resignation and absence of liquidator
78. First meeting of creditors and members
79. Report to creditors and members
80. Repayments by members of former members
81. Duties of liquidator regarding liability of members to creditors or corporation

PART X. PENALTIES AND GENERAL
82. Application of Companies Act to enforcement of Act [...was entitled "Penalties"]
83. Short title and commencement

Legislation Text Access Point

Versions
[To check whether a version has commenced, and how it was commenced, please see the Timeline for the Act, and the Annotated Text for the version.]
Access Official Gazette PDF Request Subscription FeeSubscriber Access
As unamended Act 1984_069_000_19840704 EXT.LINK REQ.INFO LINK
As amended by Act 1986_038_000 N/A REQ.INFO LINK
As amended by Act 1988_064_000 N/A REQ.INFO LINK
As amended by Act 1990_017_000 N/A REQ.INFO LINK
As amended by Act 1992_081_000 N/A REQ.INFO LINK
As amended by Act 1997_026_000 N/A REQ.INFO LINK
As amended by Act 2001_022_000 N/A REQ.INFO LINK
As amended by Act 2002_039_000 N/A REQ.INFO LINK
As amended by Act 2003_016_000 N/A REQ.INFO LINK
As amended by Act 2004_012_000 N/A REQ.INFO LINK
As amended by Act 2005_025_000 N/A REQ.INFO LINK
As amended by Act 2006_024_000* N/A REQ.INFO LINK
As amended by Act 2008_071_000 N/A REQ.INFO LINK 
As amended by Act 2008_071_000 [Alt) N/A REQ.INFO LINK 

* LegalB refers to a "version" of an Act or its sections in the format "YYYY_NNN_SSS_YYYYMMDD", which refers to "YEAR OF ACT_ACT NUMBER_SECTION OF ACT_DATE OF GAZETTE", and where "DATE OF GAZETTE" refers to the "YEAR_MONTH_DAY" on the face of the Gazette in which either the Act was originally published or in which the amending, lapsing or repealing instrument was published. Where any segment of the reference string contains only zeros, it means that information is not relevant, not made available, or unavailable.
* Unbolded grey text in square brackets is additional information provided by LegalB.
* "..." indicates further information not provided by LegalB for purpose of brevity
* An Asterisk indicates uncertainty regarding information, and a double asterisk indicates information must be read in the light of our relevant Commentary.
TOP