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Companies Act of 1973

Chapter III: Types and forms of Companies, ...
21. Incorporation of associations not for gain

  1. Any association--
    1. formed or to be formed for any lawful purpose;
    2. having the main object of promoting religion, arts, sciences, education, char it)-, recreation, or any other cultural or social activity or communal or group interests;
    3. which intends to apply its profits (if any) or other income in promoting its said main object;
    4. which prohibits the payment of any dividend to its members; and
    5. which complies with the requirements of this section in respect to its formation and registration, may be incorporated as a company limited by guarantee.
  1. The memorandum of such association shall comply with the requirements of this Act and shall, in addition, contain the following provisions:
    1. The income and property of the association whencesoever derived shall be applied solely towards the promotion of its main object, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the association or to its holding company or subsidiary: Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the association or to any member thereof in return for any services actually rendered to the association.
    2. Upon its winding-up, deregistration or dissolution the assets of the association remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions having objects similar to its main object, to be determined by the members of the association at or before the time of its dissolution or, failing such determination, by the Court.
  1. The provisions of section 49(1)(c) of this Act shall not apply to any such association.
  1. Existing associations incorporated under section 21 of the repealed Act shall be deemed to have been formed and incorporated under this section.


21A. Incorporation of certain branches of foreign companies and associations not for gain

  1. Notwithstanding anything to the contrary in this Act contained, a branch, established in the Republic, of--
    1. a company or other association of persons, incorporated outside the Republic; or
    2. an association of persons which is not incorporated and has it's head office in a foreign country, may be incorporated under section 21 if--
      1. the main object in the Republic of that branch corresponds with the main object of the company or association concerned;
      2. the said branch complies with the requirements of section 21; and
      3. the whole of the business and all the property, rights and obligations in the Republic of the company or association concerned will, on incorporation under section 21 of the said branch, be transferred in due form to, vest in and be binding upon the company so incorporated.
  1. Notwithstanding anything to the contrary contained in any law--
    1. no transfer or stamp duty shall be payable in respect of the transfer of property contemplated in subsection (1)(iii); and
    2. any licence, exemption, permit, certificate or authority held in terms of any law by the company or association concerned in respect of its business or property in the Republic, shall with effect from the date of incorporation of the branch concerned as a company by virtue of the provisions of subsection (1), for the purposes of any web law be deemed to be held by the company so incorporated in respect of that business or property.
  1. The provisions of this Act with regard to external companies shall not apply in the case of an external company a branch of which has been incorporated as a company by virtue of subsection (1).