Companies Act, 2008 (Act 71 of 2008), as amended by The Companies Amendment Act, 2011 (Act 3 of 2011)
1. Application of this Circular and the repeal of CRC 3 of 2012
Uncertainty exists with regard to the names (suffixes) of companies, as provided for in the Companies Act, 2008 (Act 71 of 2008), as amended by the Companies Amendment Act, 2011 (Act 3 of 2011). This Circular aims amongst other things, to provide clarity in the above-mentioned regard.
Chief Registrar's Circulars No. CRC 3 of 2012 is hereby withdrawn and substituted with this Circular.
2. Commencement of the Act
3. Purpose of the Act
4. Impact of certain provisions of the Act on deeds registration procedures
4.1. Continuation of pre-existing companies
4.2. Criteria for names of companies: (applicable to companies registered in terms of the act)
4.3. Issuing of registration certificate and changing/amendment of company's name
4.4. Endorsement of deed to reflect a change of name of a company
4.5. Conversion of close corporations to companies
4.6. Conversion (applied for before 1 May 2011) of company to close corporation
4.7. Implementation of amalgamation or merger of companies
4.8. Conversion from a private company to a public company and vice versa
4.9. Registration of external companies
4.10. Practice regarding winding up and liquidation of companies
4.11. Practice regarding business rescue proceedings
5. Office fees
With regards to point 4.7 above pertaining to amalgamation of companies, CRC 28 of 2013 makes no reference to lodging a clearance certificate or a transfer duty exemption certificate. Is the amalgamation a unique transfer where the ordinary documents (clearance certificate and transfer duty receipt) are dispensed with? Does this CRC override the Municipal Rates act of 2004 which states that a clearance certificate is required before a registrar will effect a transfer? This CRC gives the impression that you would not need a clearance certificate or transfer duty exemption certificate when attending to amalgamation of companies transfers is this view correct?
Given the fact that the previous owner of the property to be transferred is responsible for all debts of the property, is the Registrar still prohibited to effect a transfer before a clearance certificate is produced? Is there no contradiction here?