There is no legal obligation to convert a Close Corporation to a Company. The Close Corporation must have a founding statement, also known as form CK1. 4. Close Corporations Act, 1984 (Act No. �? fee. � �? Directors are the ones who manage / run / direct the affairs of a Company. $ �B � AE ~ �? Section 12 (F) (2) of the Close Corporations Act e.g. 'founding statement', in relation to a corporation, means the founding statement of the corporation referred to in section 12 which has been registered in terms of section 13, and also any amended founding statement in respect of that corporation registered in terms of section 15 (1) or (2); No. ) A Memorandum of Incorporation is not required, but a founding statement (K1 no longer in use because there are no new registrations) signed by, or on behalf of, every prospective member used to be lodged with the Registrar. CLOSE CORPORATIONS ACT 26 OF 1988 [ASSENTED TO: DETAILS NOT KNOWN] [DATE OF COMMENCEMENT: 25 JULY 1994] ... 16 Keeping of copies of founding statement by corporations 17 No constructive notice of particulars in founding statement and other documents 18 Meaning of "name" in sections 19, 20 and 21 19 Undesirable names 20 Order to change name 21 Effect of change of name … a close corporation could still register a founding statement at any time before section 13 of the Companies Act became effective. your founding statement and Section 24 allows a member to transfer his or her property to the close corporation. A Close Corporation is registered in terms of the Close Corporations Act 69 of 1984. FICA Requirements for Close Corporation. J- J- z; � � " v= � ���� 0�?�>� ���� x) � F. Changes to the Founding Statement of the close corporation may include: Change in principle business (Form CK2) Change in membership detail and change in financial year end (Form CK2) The CK2 form is made up of Part A and Part B and Part C. Part A relates to changes in respect of the name of the CC or the nature of the business. This article explains its basic structure. Acts Online provides legislation, including amendments and Regulations, in an intuitive, online format. This is to certify that the Founding Statement (CC 1) of Has been registered and the above-named close corporation was this day incorporated in terms of the Close Corporation Act, 1988 * The above-named corporation has been converted from a company: (Reg. Amended Founding Statement (CK2), if applicable or CIPRO certificate. SIGNATURE DATE(S) NEW REGISTRATION NUMBER REPUBLIC OF NAMIBIA CC 4 BUSINESS AND INTELLECTUAL PROPERTY AUTHORITY - BIPA. Founding statement and Certificate of Incorporation (CK1) or CIPRO certificate. To have its own persona means that, although it is not an individual person, it can act as if it is a person and certain rights and obligations are conferred to it, seperate from its members, from the moment it is registered. Sorry we couldn't be helpful. “Any corporation may be incorporated as a close corporation, except mining or oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations declared to be vested with public interest in accordance with the provisions of this code. She will also have to submit a founding statement (Form CK1) to the . Signed at Windhoek this Day of Two Thousand and REGISTRAR OF CLOSE CORPORATIONS * (Delete if not applicable) GT247 (Pty) Ltd t/a GT247.com is a subsidiary and a juristic representative of Purple Group Limited, an authorised Financial Services Provider by the Financial Sector Conduct Authority (FSCA) of South Africa, FSP License No. CKI or CIPRO certificate. The Close Corporation must be registered with the Companies and Intellectual Properties Commission (CIPC) Founding Statement. A founding statement is the founding document used to register a close corporation. ) �? Members resolution / authority to act, printed on the CC letterhead,signed by all members and nominating one signatory / representative; Proof of physical … �? Close Corporation: Juristic Person: Juristic Person: Enjoys Perpetual Succession: Enjoys Perpetual Succession: No maximum shareholding : Can Have A Maximum Of 10 Members: Companies Can Be Shareholders: Companies Cannot Hold A Member’s Interest: Comprised Of Directors And Shareholders: Comprised Of Members: Has A Memorandum of Incorporation: Has A Founding Statement: May have … � &) 0' � �( &) &) �? The founding statement of the Close Corporation (CC) sets out the following: The nature of the business -… Amended founding statement CK2 is still in use. in line with Form CK1. Solution for Plane CC was registered on 1 August 2015. Should you require financial advice, please consult your financial planner. �? Registrar of Close Corporations. Yes Protect the Close Corporation, its Members, and the Accounting Officer by using our NEW Association Agreement. Also note that a description together with the statement of fair value must be presented for the member's contribution. One copy of the Certificate of Incorporation is kept by the Registrar, another copy is sent to the CC and a third copy … Part C relates to a … Changes to the Founding Statement of the close corporation may include: The CK2 form is made up of parts A, B and C. Part A relates to changes in respect of the name of the CC or the nature of the business. Close Corporation. This will have to be signed by each member of the close corporation. Help us improve this article with your feedback. The owner’s interest in the CC does not need to be in proportion to their contributions (Capital). No. v v � � � ���� � � � 8 6 � � � K@ @ � � � � � �( . ) Close Corporations Act 26 of 1988 (OG 5658) brought into force after Namibian independence on 1 March 1994 by Proc. � � �� �� �� � � CLOSE CORPORATIONS ACT, 1984 Sections 13, 15, 24, 29, 47 and 60 / Regulations 2 and 16 AMENDED FOUNDING STATEMENT To be lodged in triplicate Before completing the form, first take note of the notes on the reverse side of page 2. A Close Corporation has members and a Company has shareholders and directors. Part B relates to changes in respect of membership details. Financial seperation of member from the CC. 69 of 1984) Regulations Close Corporations Administrative Regulations 15. Important: property can take the form of corporeal or incorporeal. Accordingly members may not be held personally … CLOSED CORPORATIONS Founding statement and Certificate of Incorporation (CK1) signed by the authorised member; Latest amended Founding Statement (CK2) if applicable, signed by the authorised member; Certified proof of registered address of CC; SARS issued document confirming Income Tax and VAT registration number. In this capacity they act similarly to the Members of a Close Corporation. The founding statement must be in the prescribed form i.e. The equivalent of a PTY LTD Company Memorandum of Incorporation ("MOI") is the Close Corporation Founding Statement. "founding statement" in relation to a corporation, means the founding statement of the corporation referred to in section 12 which has been registered in terms of section 13, and also any amended founding statement in respect of that corporation registered in terms of section 15(1) or (2). A Close Corporation is a legal entity with its own persona. The financial affairs of the Close Corporation is deemed seperate from that of its members. There is no separate board of directors in a CC, management is the responsibility of the members. The company type Close Corporation (hereinafter referred to as CC) is from an international perspective a rare type of a simplified limited liability company. 46315. Complete page 1 in one language only. The Founding Statement is then sent to the Registrar of Close Corporations; An accounting officer must be appointed to the CC as he will draw up the financial statements; The Registrar of Close Corporations will issue a Certificate of Incorporation and a Registration number when the CC is registered. A founding statement in terms of section 12 of the Act. Complete page 1 in one language only. ��ࡱ� > �� � � ���� � � � � ��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������  �� �* bjbj���� g� ���f���f! CLOSE CORPORATIONS ACT, 1988 (Sections 12, 13, 14, 24, 27, 29, 47 and 60) (Regulations 2, 3 and 13) FOR OFFICE USE Amended Founding Statement registered Registrar of Close Corporations Date Data Processing Classification Recorded Initials and date N$60,00 . REGISTRATION NUMBER Client Ref: OF CORPORATION / / PART A R30.00 payable in respect of changes in particulars in Part A … We are the leading resource for freely available Legislation in South Africa and are used daily by thousands of professionals and industry leaders. A shareholder does not have to be a director, and a director does not have to be a shareholder. �? Typically, the statement electing close corporation status must appear in the articles of incorporation. �? 2.1 The founding statement (Form CK1) Reference: Sections 15 and 16 of the Act 2.1.1 As no new close corporations can be registered, changes can only be made to the original founding statements. Founding Statement and Certificate of Incorporation (CK1); and. CLOSE CORPORATIONS ACT, 1984 CK1 Sections 12, 13, 14, 24, 27, 29, 47 and 60 Regulations 2, 5 and 17 FOUNDING STATEMENT To be lodged in triplicate Before filling in the form, first take note of the notes on the reverse side of page 2. Documents required for the Close Corporation. Modified on: Tue, 10 May, 2016 at 5:26 PM, Documents required for the Close Corporation, Did you find it helpful? Registration of founding statement (sections 12 and 13) Amended Founding Statement (CK2) (if applicable) Proof of physical operating address. With Acts you are guaranteed the latest and most up to date resource for your legislative needs. It is easy and inexpensive to change the Founding Statement of a Close Corporation. payable in terms of the Act and as set out in the regulations. Any material shared/displayed on this website does not constitute financial advice. Founding documents. v v � � B @ J- J- J- &) R v R � � � Z> p J- &) �? In terms of the new Companies Act, 2008 no new Close Corporations may be registered, and existing Close Corporations may convert to a Company at no conversion fee up to 30 April 2014.. 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