Schedule 2: Conversion of close corporations to companies

1: Notice of conversion of close corporation

  • (1) A close corporation may file a notice of conversion in the prescribed manner and form, at any time.
    • (2) A notice of conversion must be accompanied by:
      • (a) a written statement of consent approving the conversion of the close corporation signed by members of the corporation holding in aggregate, at least 75% of the members’ interest in the corporation;
        • (b) a Memorandum of Incorporation consistent with the requirements of this Act; and
          • (c) the prescribed filing fee.
          • (3) Section 14, read with the changes required by the context, applies with respect to the filing of a notice of conversion, as if it were a Notice of Incorporation in terms of this Act.
            • (4) Upon conversion of a close corporation in terms of this Schedule the Commission must:
              • (a) cancel the registration of that close corporation in terms of the Close Corporations Act, 1984 (Act No. 69 of 1984);
                • (b) give notice in the Gazette of the conversion of a close corporation into a company; and
                  • (c) enable the Registrar of Deeds to effect the necessary changes resulting from conversions and name changes.

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