It is important to note the difference between a Regulated and a Non-Regulated Company, in terms of the Companies Act, since it impacts on the Memorandum of Incorporation.
In terms of Section 117 of the Act, a Regulated Company means a company to which sections 117-127, Chapter 5 of the Act and the Takeover Regulations apply, as determined in accordance with Section 118(1) and (2).
A regulated company is a company to which Part B (the authority of the Takeover Regulation Panel, established ito section 196 and the Takeover Regulations), Part C (the Regulation of Affected Transactions and Offers) and the Takeover Regulations apply.
A private profit company will be deemed to be a regulated company if it meets one of two criteria, namely:
- if the percentage of the issued securities of a private company that have been transferred, other than by transfer between or among related or inter-related persons, within a period of 24 months, immediately before the date of a particular affected transaction or offer that exceeds the prescribed percentage of 10% ito Regulation 91
- if the Memorandum of Incorporation of a private profit company expressly provides that this particular company and it securities are subject to the Companies Act Sections 117 – 127 as well as the Takeover Regulations, irrespective of whether the particular company falls within criteria (i).